AMENDMENT NO. 1
AMENDMENT
XX. 0
XXXXXXXXX
XX. 0 dated as of July 3, 2007 (this “Amendment No. 1”) between XXXXXX
PUBLISHING GROUP, LLC (the “Borrower”), XXXXXX COMMUNICATIONS COMPANY,
LLC (“MCC”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary
Guarantors”), XXXXXX COMMUNICATIONS HOLDING COMPANY, LLC (“Holdings”)
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 modified and supplemented and in
effect immediately prior to the effectiveness of this Amendment No. 1, the
“Credit Agreement”). The Borrower, MCC, the Subsidiary
Guarantors, Holdings and the Administrative Agent (pursuant to authority granted
by and having obtained all necessary consents of the Required Lenders party
to
the Credit Agreement) wish now to amend the Credit Agreement in certain
respects, and accordingly, the parties hereto hereby agree as
follows:
Section
1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section
2. Amendments to Credit Agreement. Subject to the
satisfaction of the conditions precedent specified in Section 4 hereof, but
effective as of the date hereof, the Credit Agreement shall be amended as
follows:
2.01. References
Generally. References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to “this Agreement” (and
indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall
be deemed to be references to the Credit Agreement as amended
hereby.
2.02. Financial
Covenants. Section 6.06 of the Credit Agreement shall be amended
to read in its entirety as follows:
(a) Cash Flow Ratio. MCC will not permit the Cash Flow Ratio and the Senior Cash Flow Ratio to exceed the following respective amounts at any time during the following respective periods:
Period
|
Cash
Flow Ratio
|
Senior
Cash Flow Ratio
|
From
the Effective Date through but excluding June 30,
2007
|
6.00
to 1
|
4.00
to 1
|
From
and including June 30, 2007 through but excluding December
31, 2008
|
6.50
to 1
|
3.50
to 1
|
At
all times after and including December 31, 2008
|
5.50
to 1
|
3.50
to 1
|
(b) Fixed
Charge Coverage Ratio. MCC will not permit the Fixed Charge Coverage
Ratio to be less than the following respective amounts at any time during
the
following respective periods:
Period
|
Fixed
Charge Coverage Ratio
|
From
the Effective Date through but excluding June 30, 2007
|
1.05 to
1
|
From
and including June 30, 2007 through but excluding December
31,
2008
|
1.00
to 1
|
At
all times after and including December 31, 2008
|
1.05 to
1
|
(c) Interest Coverage Ratio. MCC will not permit the Interest Coverage Ratio to be less than the following respective amounts at any time during the following respective periods:
Period
|
Interest
Coverage Ratio
|
From
the Effective Date through but excluding June 30, 2007
|
2.25 to
1
|
From
and including June 30, 2007 through but excluding December 31,
2008
|
1.75 to
1
|
At
all times after and including December 31, 2008
|
2.50 to
1
|
Section
3. Representations and Warranties. Each of the
Borrower, MCC, Holdings and the Subsidiary Guarantors 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) after giving effect to this Amendment No. 1,
no Default or Event of Default has occurred and is continuing.
Section
4. Conditions Precedent. The amendments set forth
in Section 2 hereof shall become effective as of the date hereof upon (i)
receipt by the Administrative Agent of executed counterparts of this Amendment
No. 1 from the Borrower, MCC, each Subsidiary Guarantor and Holdings, and
execution hereof by the Administrative Agent and (ii) payment by MCC to the
Lenders consenting to this Amendment No. 1 the fees that MCC shall have agreed
to be paid to such consenting Lenders.
Section
5. Security Documents. Each of the Borrower, MCC, Holdings and
the Subsidiary Guarantors confirms its obligations under the Security and
Guarantee Agreement, the Pledge Agreement, the Mortgages and the other Security
Documents, as applicable.
Section
6. Miscellaneous. Except as herein provided, each
of the Credit Agreement, the Security and Guarantee Agreement, the Pledge
Agreement and the other Loan Documents shall remain unchanged and in full force
and effect. This Amendment No. 1 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 Amendment
No. 1 by signing any such counterpart. This Amendment No. 1 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 Amendment No. 1 to be
duly
executed and delivered as of the day and year first above written.
|
JPMORGAN
CHASE BANK, N.A
|
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as Administrative Agent | ||||||||
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By:
|
/s/
Xxxxx X. Xxxxxx
|
||||||
|
|
Name:
Xxxxx X. Xxxxxx
Xxxxxx: Executive
Director
|
|
XXXXXX
PUBLISHING GROUP, LLC
|
|||||||
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By:
|
/s/
Xxxxx X. Xxxxxxxx
|
||||||
|
|
Name:
Xxxxx X. Xxxxxxxx
Xxxxxx:
Senior Vice President-Finance
|
|
XXXXXX
COMMUNICATIONS COMPANY, LLC
|
|||||||
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By:
|
/s/
Xxxxx X. Xxxxxxxx
|
||||||
|
|
Name:
Xxxxx X. Xxxxxxxx
Xxxxxx:
Senior Vice President-Finance
|
|
XXXXXX
COMMUNICATIONS HOLDING COMPANY, LLC
|
|||||||
|
By:
|
/s/
Xxxxx X. Xxxxxxxx
|
||||||
|
|
Name:
Xxxxx X. Xxxxxxxx
Xxxxxx:
Senior Vice President-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
|
|||||||
|
By:
|
/s/
Xxxxx X. Xxxxxxxx
|
||||||
|
|
Name:
Xxxxx X. Xxxxxxxx
Xxxxxx:
Senior Vice President-Finance
|