Common use of Amendments to Existing Forbearance Agreement Clause in Contracts

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 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. 10, dated as of August 14, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 10”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 (except as a result of the execution of Waiver No. 10), or, following execution and effectiveness of Waiver No. 10, any amendment, waiver, supplementation or modification of Waiver No. 10, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 21, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 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. 109, dated as of August 14July 31, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 109”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 8 (except as a result of the execution of Waiver No. 109), or, following execution and effectiveness of Waiver No. 109, any amendment, waiver, supplementation or modification of Waiver No. 109, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 2114, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 11 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. 1014, dated as of August 14September 11, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 1014”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 13 (except as a result of the execution of Waiver No. 1014), or, following execution and effectiveness of Waiver No. 1014, any amendment, waiver, supplementation or modification of Waiver No. 1014, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 21September 18, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 13 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. 1016, dated as of August 14September 25, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 1016”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 15 (except as a result of the execution of Waiver No. 1016), or, following execution and effectiveness of Waiver No. 1016, any amendment, waiver, supplementation or modification of Waiver No. 1016, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 21October 16, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. (a) From and after the time this Amendment No. 7 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. 103, dated as of August 14February 26, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 103”), relating to the Credit Agreement and/or the Xxxxxx Mxxxxx 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 otherwiseotherwise (provided, however, that the occurrence of the event described in this subsection (b) shall not be a Forbearance Termination Event if Waiver No. 4 (as defined below) has been executed and is in effect at the time of such event); (c) any amendment, waiver, supplementation or modification of Waiver No. 9 3 (except as a result of the execution of Waiver No. 104), or, following execution and effectiveness of Waiver No. 10, 4, any amendment, waiver, supplementation or modification of Waiver No. 104, 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 Xxxxxx Mxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Mxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx Mxxxxx 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 Xxxxxx Mxxxxx 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 21April 6, 2009 (the “Expiration Time”); provided, however, that if MPG, MCC and the Administrative Agent shall have (i) executed a waiver to the Credit Agreement, in form and substance acceptable to each of the Holders (“Waiver No. 4”), extending through at least 5:00 pm. EDT on April 24, 2009 the waiver set forth in Section 3(a) of Amendment No. 4 and Waiver No. 2 to the Credit Agreement and (ii) delivered a copy thereof to Stroock, in each case prior to the Expiration Time, and Waiver No. 4 shall have taken effect in accordance with its terms prior to the Expiration Time, then the Expiration Time shall be deemed extended to 5:00 p.m. EDT on April 24, 2009; or (j) Waiver No. 4 shall cease to be effective, whether as a result of termination, expiration in accordance with its terms or otherwise. (b) The following covenants shall be added to the third recital end of Section 6 of the Existing Forbearance Agreement: (c) On or before April 7, 2009, MPG shall furnish to the Advisors a detailed proposal, as revised from the proposal previously disseminated to the Advisors on February 17, 2009 by the financial advisors for MPG, for a potential restructuring transaction of the capital structure of the Mxxxxx Companies that assumes a full repayment of the existing Loans (as defined in the Credit Agreement as of the date hereof) under the Credit Agreement as a result of which the Notes (or any securities into which the Notes are, or may be, exchanged) would become the Mxxxxx Companies’ most senior class of indebtedness. (d) None of (i) the Mxxxxx Companies, Mxxxxx Communications Company, LLC (“MCC”), Mxxxxx Communications Holding Company, LLC (“Holdings”), Sxxxxxx Trading & Operating Company (“Sxxxxxx”), MPG Newspaper Holding, LLC (“MPG Holdings”), certain guarantors party to the Credit Agreement (the “Credit Guarantors”; and together with MCC, Holdings, Sxxxxxx and MPG Holdings, the “Credit Parties”; such Credit Parties, together with the Mxxxxx Companies, being referred to herein as the “Obligors”) or any of their Affiliates, on the one hand, and (ii) the Mxxxxx Companies or any of their Restricted Subsidiaries, on the other hand, shall directly or indirectly enter into any transaction in connection with any refinancing in whole or in part of the existing Loans if, as a direct or indirect result of such refinancing, any Affiliate of any of the Obligors shall be amended either a (1) Lender (as such term is defined in the Credit Agreement as of the date hereof) or (2) beneficial owner of Indebtedness of the Mxxxxx Companies or any of their Restricted Subsidiaries where such Indebtedness is Senior Debt, Guarantor Senior Debt or Designated Senior Debt. (e) None of the Mxxxxx Companies or their Restricted Subsidiaries shall incur any additional Liens, other than Permitted Liens in an aggregate amount not to exceed $10.0 million or as otherwise required under the Credit Agreement, without the prior written consent of holders of Notes that beneficially own more than 66⅔% of the aggregate principal amount of the Notes outstanding as of the date thereof; provided, however, that any additional Liens incurred in order to consummate a refinancing of the existing Loans with a Lender that is not an Affiliate of any Obligor shall be deemed to be “Permitted Liens”. (f) On or before April 10, 2009, MPG and/or its advisors shall provide to the Advisors: (i) a verbal description of the status of the potential sale of MCC Outdoor Holding, LLC, MCC Outdoor, LLC (d/b/a Fairway Outdoor and restated in its entirety and shall read as follows:Fairway Outdoor Advertising) or their Affiliates (taken together, the “Selling Parties”), or any of their respective assets;

Amendments to Existing Forbearance Agreement. (a) From and after the time this Amendment No. 7 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. 105, dated as of August 14April 23, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 105”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 4 (except as a result of the execution of Waiver No. 105), or, following execution and effectiveness of Waiver No. 105, any amendment, waiver, supplementation or modification of Waiver No. 105, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx Companies to comply with any term, condition, covenant or agreement contained in this Agreement, or any amendments hereto; or (i) 5:00 p.m. pm. EDT on August 21May 28, 2009. (b) From and after the third recital time this Amendment becomes effective in accordance with Section 2 hereof, the following covenant shall be added to the end of Section 6 of the Existing Forbearance Agreement Agreement: (m) MPG shall be amended and restated immediately inform the Advisors in its entirety and writing in the event that it (i) retains any attorney, accountant, financial advisor, investment bank, consultant or expert, whether directly or indirectly, where the contractual or expected cost of such retention shall read exceed $100,000 on an annual basis (collectively, “Professionals”) or (ii) modifies the existing engagement letter, consulting agreement or other retention arrangement (as follows:the case may be) for any Professional that it had previously retained. Within two (2) business days of the request of the Advisors, MPG shall post the new or revised engagement letter(s), consulting agreement(s) or other retention arrangement(s), as applicable, to the VDR.

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 12 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. 1015, dated as of August 14September 18, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 1015”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 14 (except as a result of the execution of Waiver No. 1015), or, following execution and effectiveness of Waiver No. 1015, any amendment, waiver, supplementation or modification of Waiver No. 1015, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 21September 25, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. (a) From and after the time this Amendment No. 7 5 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. 108, dated as of August July 14, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 108”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 7 (except as a result of the execution of Waiver No. 10)8), or, following execution and effectiveness of Waiver No. 108, any amendment, waiver, supplementation or modification of Waiver No. 108, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx Companies to comply with any term, condition, covenant or agreement contained in this Agreement, or any amendments hereto; or (i) 5:00 p.m. pm. EDT on August 21July 31, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 10 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. 1013, dated as of August 14September 4, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 1013”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 12 (except as a result of the execution of Waiver No. 1013), or, following execution and effectiveness of Waiver No. 1013, any amendment, waiver, supplementation or modification of Waiver No. 1013, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 21September 11, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 9 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. 1012, dated as of August 14[28], 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 1012”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 11 (except as a result of the execution of Waiver No. 1012), or, following execution and effectiveness of Waiver No. 1012, any amendment, waiver, supplementation or modification of Waiver No. 1012, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 21September [4], 2009. (b) the third fifth recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. From and after the time this Amendment No. 7 8 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. 1011, dated as of August 1421, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 1011”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 10 (except as a result of the execution of Waiver No. 1011), or, following execution and effectiveness of Waiver No. 1011, any amendment, waiver, supplementation or modification of Waiver No. 1011, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx 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 2128, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. (a) From and after the time this Amendment No. 7 3 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. 106, dated as of August 14May 28, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 106”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 5 (except as a result of the execution of Waiver No. 106), or, following execution and effectiveness of Waiver No. 106, any amendment, waiver, supplementation or modification of Waiver No. 106, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx Companies to comply with any term, condition, covenant or agreement contained in this Agreement, or any amendments hereto; or (i) 5:00 p.m. pm. EDT on August 21June 12, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows:

Amendments to Existing Forbearance Agreement. (a) From and after the time this Amendment No. 7 4 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. 107, dated as of August 14June 12, 2009, by and among MPG, MCC, Xxxxxx Communications Holding Company, LLC, Xxxxxxx Trading & Operating Company, MPG Newspaper Holding, LLC, certain subsidiary guarantors party thereto, certain lenders party thereto and the Administrative Agent (“Waiver No. 107”), relating to the Credit Agreement and/or the Xxxxxx 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. 9 6 (except as a result of the execution of Waiver No. 107), or, following execution and effectiveness of Waiver No. 107, any amendment, waiver, supplementation or modification of Waiver No. 107, 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 Xxxxxx Companies or any subsidiary thereof; (f) the breach of, or failure of the Xxxxxx Companies to comply with, Section 6(b) of this Agreement; (g) the failure of any representation or warranty made by the Xxxxxx 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 Xxxxxx Companies to comply with any term, condition, covenant or agreement contained in this Agreement, or any amendments hereto; or (i) 5:00 p.m. pm. EDT on August 21July 14, 2009. (b) the third recital of the Existing Forbearance Agreement shall be amended and restated in its entirety and shall read as follows: