WAIVER NO. 5

WAIVER NO. 5

WAIVER NO. 5 dated as of April 22, 2009 (this “Agreement”) between XXXXXX PUBLISHING GROUP, LLC (the “Borrower”), XXXXXX COMMUNICATIONS COMPANY, LLC (“MCC”), XXXXXX COMMUNICATIONS HOLDING COMPANY, LLC (“Holdings”), XXXXXXX TRADING & OPERATING COMPANY (“Xxxxxxx”), MPG NEWSPAPER HOLDING, LLC (“MPG Holdings”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors” and, together with the Borrower, MCC, Holdings, Xxxxxxx and MPG Holdings, the “Obligors”), the Lenders executing this Agreement on the signature pages hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders party to the Credit Agreement referenced below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

The Borrower, MCC, the lenders party thereto and the Administrative Agent are parties to a Credit Agreement dated as of December 14, 2005 (as amended by Amendment No. 1 thereto, Amendment No. 2 and Waiver thereto, Amendment Xx. 0 xxxxxxx, Xxxxxxxxx Xx. 0 xxx Xxxxxx Xx. 0 thereto, Waiver No. 3 thereto and Amendment No. 5 and Waiver No. 4 thereto and as otherwise modified and supplemented and in effect immediately prior to the effectiveness of this Agreement, the “Credit Agreement”).  The Lenders executing this Agreement on the signature pages hereto wish now to waive a certain Default under the Credit Agreement, subject to the terms and provisions of this Agreement, and, accordingly, the parties hereto hereby agree as follows:

Section 1.  Definitions.  Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are used herein as defined therein.

Section 2.  Waiver.  Subject to the satisfaction of the conditions precedent specified in Section 4 hereof, but effective as of the date hereof, the Administrative Agent, on behalf of the Lenders, hereby:

(a)           extends, until 5:00 p.m., New York City time, on May 28, 2009, the waiver set forth in Section 3(a) of Amendment No. 4 and Waiver No. 2 to the Credit Agreement of any Default under clause (b) of Article VII of the Credit Agreement that consists solely of the Borrower or Xxxxxx Finance defaulting in the payment when due of interest due on February 1, 2009 on the 2003 Senior Subordinated Notes (the “Bond Interest Payment Default”); and

(b)           waives any Default that consists solely of MCC and the Borrower defaulting in the performance of their obligation under Section 5.01(b) of the Credit Agreement to deliver audited financial statements, together with the opinion thereon of independent certified public accountants as required therein, with respect to the fiscal year of MCC ending December 31, 2008 within 106 days of the end of such fiscal year (the “Audited Financial Default” and, together with the Bond Interest Payment Default, the “Specified Defaults”), provided that such audited financial statements and opinion are delivered prior to 5:00 p.m., New York City time, on April 24, 2009 (it being understood that such waiver shall expire at such time if such audited financial statements and opinion have not been delivered to the Lenders prior to such time);

provided that such waivers shall expire upon:

 (i)           the termination or expiry of the Amended Forbearance Agreement referenced below or the occurrence of any “Forbearance Termination Event” thereunder (as such term is defined therein);

(ii)           any amendment, waiver, supplementation or modification of the Amended Forbearance Agreement (other than Amendment No. 2 to Forbearance Agreement referenced below) without the consent of the Required Lenders;

(iii)           the occurrence or continuance of any Default (including the Audited Financial Default) other than (x) the Bond Interest Payment Default or (y) at any time prior to 5:00 p.m., New York City time, on April 24, 2009, the Audited Financial Default;

(iv)           the failure of any representation or warranty made in this Agreement to be true and correct as of the date when made; or

(v)           the failure by any Obligor to comply with any term, condition, covenant or agreement contained in this Agreement.

Upon the expiry of any of the foregoing waivers as provided above, the Administrative Agent and each Lender shall be entitled to exercise any and all rights and remedies under the Loan Documents in respect of any Event of Default covered by such waiver to the extent such Event of Default shall then be continuing.

Section 3.  Representations and Warranties.  Each of the Obligors represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (i) the representations and warranties set forth in Article III of the Credit Agreement and in the other Loan Documents are true and complete as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date) and (ii) immediately before and after giving effect to this Agreement, no Default or Event of Default (other than the Specified Defaults or any Event of Default arising therefrom) has occurred and is continuing.

Section 4.  Conditions Precedent.  The waivers set forth in Section 2 hereof shall become effective as of the date hereof upon the satisfaction of the following conditions:

(i)           Execution.  The Administrative Agent shall have received executed counterparts of this Agreement from the Obligors and the Required Lenders.

(ii)           Amendment to Forbearance Agreement.  The Administrative Agent shall have received, in form and substance satisfactory to it, a duly executed and binding amendment (“Amendment No. 2 to Forbearance Agreement”) to the Forbearance Agreement dated as of February 26, 2009 among the Borrower, Xxxxxx Finance, the guarantors parties thereto and holders, or investment advisors or managers of holders, of over 75% of the principal amount of the outstanding 2003 Senior Subordinated Notes (as amended by the Amendment to Forbearance Agreement dated as of April 6, 2009 and Amendment No. 2 to Forbearance Agreement, the “Amended Forbearance Agreement”).

(iii)           No Default.  No Default or Event of Default (other than the Specified Defaults or any Event of Default arising therefrom) shall have occurred and be continuing on the date hereof.

(iv)           Expenses.  The Borrower shall have paid in full the costs, expenses and fees as set forth in Section 9.03 of the Credit Agreement (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent).

Section 5.  Meeting with Lenders.   The Obligors shall arrange and make their senior management available for a meeting in person to which all Lenders are invited, such meeting to occur prior to May 15, 2009.

Section 6.  Security Documents.  Each of the Obligors (a) confirms its obligations under the Security Documents, as applicable, (b) confirms that the obligations of the Borrower and MCC under the Credit Agreement are entitled to the benefits of the pledges and guarantees, as applicable, set forth in the Security Documents, (c) confirms that the obligations of the Borrower and MCC under the Credit Agreement constitute “Guaranteed Obligations”, “Secured Obligations” and “Obligations” (as such terms are defined in the Security Documents, as applicable) and (d) confirms that the Credit Agreement is the “Credit Agreement” under and for all purposes of the Security Documents.

Section 7.  Miscellaneous.  This Agreement shall be limited as written and nothing herein shall be deemed to constitute a waiver of any other term, provision or condition of the Credit Agreement or any other Loan Document in any other instance than as set forth herein or prejudice any right or remedy that the Administrative Agent or any Lender may have or may in the future have under the Credit Agreement or any other Loan Document.  Except as herein provided, each of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.  Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 XXXXXX PUBLISHING GROUP, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Senior Vice President of Finance

 XXXXXX COMMUNICATIONS COMPANY, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Senior Vice President of Finance

 XXXXXX COMMUNICATIONS HOLDING COMPANY, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Senior Vice President of Finance

 XXXXXXX TRADING & OPERATING COMPANY

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Senior Vice President of Finance

 MPG NEWSPAPER HOLDING, LLC

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Senior Vice President of Finance

XXXXXX PUBLISHING FINANCE CO.

YANKTON PRINTING COMPANY

BROADCASTER PRESS, INC.

THE SUN TIMES, LLC

XXXXX NEWS, LLC

LOG CABIN DEMOCRAT, LLC

ATHENS NEWSPAPERS, LLC

SOUTHEASTERN NEWSPAPERS COMPANY, LLC

XXXXXXXX COMMUNICATIONS, INC.

FLORIDA PUBLISHING COMPANY

THE OAK RIDGER, LLC

MPG ALLEGAN PROPERTY, LLC

MPG HOLLAND PROPERTY, LLC

MCC RADIO, LLC

MCC OUTDOOR, LLC

MCC MAGAZINES, LLC

MCC EVENTS, LLC

HIPPODROME, LLC

BEST READ GUIDES FRANCHISE COMPANY, LLC

XXXXXX VISITOR PUBLICATIONS, LLC

BEST READ GUIDES OF NEVADA, LLC

XXXXXX BOOK PUBLISHING, LLC

THE XXXXX PRESS, INC.

XXXXXX AIR, LLC

MCC HARBOUR CONDO, LLC

MCC CUTTER COURT, LLC

XXXXXX DIGITAL WORKS, LLC

MSTAR SOLUTIONS, LLC

MVP FRANCE, LLC

MVP GLOBAL, LLC

SOUTHWESTERN NEWSPAPERS COMPANY, L.P.

MCC OUTDOOR HOLDING, LLC

THE MAP GROUP, INC.

By: /s/ Xxxxx X. Xxxxxxxx

Name: Xxxxx X. Xxxxxxxx

Title: Senior Vice President of Finance

LENDERS:

JPMORGAN CHASE BANK, N.A.,

Individually and as Administrative Agent

By: /s/

Name:

Title:

THE BANK OF NEW YORK MELLON,

By: /s/

Name:

Title:

SUNTRUST BANK

By: /s/

Name:

Title:

 WACHOVIA BANK, NATIONAL ASSOCIATION,

By: /s/

Name:

Title:

BANK OF AMERICA

By: /s/

Name:

Title:

GENERAL ELECTRIC CAPITAL CORP.

By: /s/

Name:

Title:

 US BANK, N.A.,

By: /s/

Name:

Title:

XXXXXXX BANK, NATIONAL ASSOCIATION,

By: /s/

Name:

Title:

KEYBANK NATIONAL ASSOCIATION,

By: /s/

Name

Title:

SUMITOMO MITSUI BANKING CORPORATION,

By: /s/

Name:

Title:

COMERICA BANK

By: /s/

Name:

Title:

FIRST TENNESSEE BANK, NATIONAL ASSOCIATION

By: /s/

Name:

Title:

MIZUHO

By: /s/

Name:

Title: