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Amendment No. 6 To Forbearance Agreement, Effective July 31, 2009

This is an actual contract by Morris Publishing Finance.
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Sectors: Media
Governing Law: New York, View New York State Laws
Effective Date: July 31, 2009
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AMENDMENT NO. 6 TO FORBEARANCE AGREEMENT



This Amendment No. 6 to Forbearance Agreement (this " Amendment No. 6 "), dated as of July 31, 2009 (the " Amendment Date "), is entered into by and among Morris Publishing Group, LLC (" MPG ") and Morris Publishing Finance Co. (" MPF ") (MPG and MPF, each an " Issuer " and together, the " Issuers "), each of the undersigned entities listed as guarantors (collectively, the " Guarantors "), and each of the undersigned holders of the 7% Senior Subordinated Notes due 2013 Notes (the " Notes ") and/or, to the extent not signing as a holder, their investment advisors or managers identified on Annex A hereto (collectively, the " Holders "). Each capitalized term used herein and not otherwise defined herein shall have the meaning attributed to such term in the Existing Forbearance Agreement (as defined below).



W I T N E S S E T H:



WHEREAS , on February 26, 2009, the Issuers, the Guarantors and the Holders entered into that certain Forbearance Agreement, dated as of February 26, 2009 (the " February 26 Forbearance Agreement "), as amended by that certain Amendment to Forbearance Agreement dated as of April 6, 2009 (the " April 6 Forbearance Amendment "), Amendment No. 2 to Forbearance Agreement dated as of April 23, 2009 (the " April 23 Forbearance Amendment "), Amendment No. 3 to Forbearance Agreement dated as of May 28, 2009 (the " May 28 Forbearance Amendment "), Amendment No. 4 to Forbearance Agreement dated as of June 12, 2009 (the " June 12 Forbearance Amendment ") and Amendment No. 5 to Forbearance Agreement dated as of July 14, 2009 (the " July 14 Forbearance Amendment ", and the February 26 Forbearance Agreement, as amended by the April 6 Forbearance Amendment, the April 23 Forbearance Amendment, the May 28 Forbearance Amendment, the June 12 Forbearance Amendment and the July 14 Forbearance Amendment, the " Existing Forbearance Agreement "), pursuant to which the Holders agreed, on the terms and subject to the conditions set forth therein, to forbear during the Forbearance Period from taking any Remedial Action under the Indenture and the Notes, and from directing the Indenture Trustee to exercise any such rights and remedies on their behalf resulting from the Existing Default and the Payment Default;



WHEREAS , on July 14, 2009, MPG, the Credit Parties, certain lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the " Administrative Agent "), entered into that certain Waiver No. 8 ( ? Waiver No. 8 "), pursuant to which the Administrative Agent agreed to waive certain defaults under the Credit Agreement;



WHEREAS , the Morris Companies have requested that the Holders continue to forbear from taking any Remedial Action under the Indenture and the Notes, and from directing the Indenture Trustee to exercise any such rights and remedies on the Holders' behalf resulting from the Existing Default or the Payment Default; and



WHEREAS , subject to the terms and conditions set forth herein, the Holders have agreed to temporarily continue their forbearance.



NOW, THEREFORE , in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


















SECTION 1. Amendments to Existing Forbearance Agreement.



From and after the time this Amendment No. 6 becomes effective in accordance with Section 2 hereof,



(a) the definition of "Forbearance Termination Event" in Section 1 of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:



(a) the acceleration of the maturity of any obligations under the Credit Agreement;




(b) Waiver No. 9, dated as of July 31, 2009, by and among MPG, MCC, Morris Communications Holding Company, LLC, Shivers Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (" Waiver No. 9 "), relating to the Credit Agreement and/or the Morris Companies' and MCC ?s existing senior secured term and revolving credit facilities (the " Senior Secured Credit Facilities ") shall cease to be effective, whether as a result of termination, expiration in accordance with its terms or otherwise;




(c) any amendment, waiver, supplementation or modification of Waiver No. 8 (except as a result of the execution of Waiver No. 9), or, following execution and effectiveness of Waiver No. 9, any amendment, waiver, supplementation or modification of Waiver No. 9, in any such case without the consent of each of the Holders;




(d) the occurrence of a Default or Event of Default under the Indenture other than the Existing Default or the Payment Default;




(e) the filing of a bankruptcy case, including, without limitation, a chapter 11 bankruptcy proceeding, by or with respect to any of the Morris Companies or any subsidiary thereof;




(f) the breach of, or failure of the Morris Companies to comply with, Section 6(b) of this Agreement;




(g) the failure of any representation or warranty made by the Morris Companies in this Agreement, or any amendments hereto, to be true and correct in all material respects as of the date when made;




(h) the failure by the Morris Companies to comply with any term, condition, covenant or agreement contained in this Agreement, or any amendments hereto; or




(i) 5:00 p.m. EDT on August 14, 2009.




(b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:


















" WHEREAS , on February 2, 2009, the Issuers failed to make the interest payment due on such date on the Notes pursuant to the Indenture and the Notes (the " February 2 Missed Payment ") and on August 3, 2009, the Issuers anticipate they will not make the interest payment due on such date on the Notes pursuant to the Indenture and the Notes (the " August 3 Missed Payment ", and together with the February 2 Missed Payment, the " Missed Payments ?), and the Missed Payments either constitute or would constitute a Default under the Indenture (the " Existing Default ");"



(c) the fifth recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:



" WHEREAS , the Issuers' failure to make the February 2 Missed Payment on or before March 4, 2009, together with interest on such defaulted interest pursuant to Sections 2.12 and 4.1 of the Indenture, shall (i) constitute an "Event of Default" under Section 6.1 of the Indenture (the " Payment Default ") and (ii) permit the holders of at least twenty-five (25) percent of the outstanding principal amount of the Notes to accelerate the maturity of the Notes (the " Acceleration ?), declare all amounts under the Notes and the Indenture immediately due and payable, and exercise all other rights and remedies available under the Indenture;"



SECTION 2. Conditions to Effectiveness. The effectiveness of this Amendment No. 6 shall be subject to the satisfaction of each of the following conditions:



(a) the Holders representing in the aggregate more than seventy-five (75) percent of the outstanding principal amount of the Notes shall have executed this Amendment No. 6;



(b) MPG, MCC and the Administrative Agent shall have executed Waiver No. 9, in form and substance acceptable to each of the Holders, and delivered a copy thereof to Stroock;



(c) the Holders shall have received a duly executed counterpart of this Amendment No. 6 from each Morris C
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