EXECUTION
COPY
  AMENDMENT NO. 4 AND WAIVER NO. 2
  AMENDMENT
NO. 4 AND WAIVER NO. 2 dated as of January 27, 2009 (this
“Agreement”)
between MORRIS
PUBLISHING GROUP, LLC (the “Borrower”),
MORRIS
COMMUNICATIONS COMPANY, LLC(“MCC”),
MORRIS
COMMUNICATIONS HOLDING COMPANY, LLC(“Holdings”),
SHIVERS
TRADING & OPERATING COMPANY (“Shivers”),
MPG
NEWSPAPER HOLDING, LLC (“MPG
Holdings”), the SUBSIDIARY
GUARANTORS party hereto (the “Subsidiary
Guarantors”), 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. 1thereto, Amendment
No. 2 and Waiverthereto, and Amendment
No. 3 thereto and as otherwise modified and supplemented and in effect
immediately prior to the effectiveness of this Agreement, the “Credit
Agreement”). The parties hereto wish now to amend the Credit Agreement
and the Security and Guarantee Agreement (as defined in the Credit Agreement
and, together with the Credit Agreement, the “Transaction
Documents”) in certain respects, 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 (as amended hereby) are used herein as defined
      therein.
  Section
      2.Amendments
      to Transaction Documents. Subject
      to the satisfaction of the conditions precedent specified in Section 5
      hereof, but effective as of the date hereof, the Transaction Documents
      shall be amended as
follows:
  2.01.References
      Generally. References
      in each Transaction Document (including references to such Transaction
      Document as amended hereby) to “this Agreement” (and indirect references
      such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to
      be references to such Transaction Document as amended hereby. This
      Agreement is a Loan Document for all purposes of the Credit Agreement and
      the other Loan
Documents.
  2.02.Credit
      Agreement. The
      Credit Agreement is hereby amended to delete the bold, stricken text
      (indicated textually in the same manner as the following example: stricken
      text) and to add the bold, double-underlined text (indicated
      textually in the same manner as the following example: double-underlined
      text) as set forth in the pages of the Credit Agreement attached as
      Annex Ahereto.
  2.03.Security
      and Guarantee Agreement; Defined Terms. Section
      1 of the Security and Guarantee Agreement is hereby amended by adding the
      following definitions in the appropriate alphabetical
      location:
 
 “Borrower
Ownership Interests Collateral”
shall mean the Pledged Equity with respect to which the Issuer is the Borrower
and all other Collateral relating thereto.
 
 “Outdoor
Ownership Interests Collateral”
shall mean the Pledged Equity with respect to which the Issuer is MCC Outdoor,
LLC and all other Collateral relating thereto.
 -1-
 Beginning of Document
  “Prior
Perfected Borrower Ownership Interests Liens”
means the pledge and security interest in the Borrower Ownership Interests
Collateral previously created by MCC in favor of the Administrative Agent for
the benefit of the holders of the Secured Obligations pursuant to the Security
and Guarantee Agreement.
 
 “Prior
Perfected Outdoor Ownership Interests Liens”
means the pledge and security interest in the Outdoor Ownership Interests
Collateral previously created by MCC in favor of the Administrative Agent for
the benefit of the holders of the Secured Obligations pursuant to the Security
and Guarantee Agreement.
 
 2.04.Security
      and Guarantee Agreement; Representations and Warranties. Section
      3(a) of the Security and Guarantee Agreement is hereby amended to read in
      its entirety as follows:
 
 “(a)
Title.
Such Securing Party is the sole beneficial owner of the Collateral in which it
purports to grant a security interest pursuant to Section 4 and no Lien
exists or will exist upon such Collateral at any time (and no right or option to
acquire the same exists in favor of any other Person), except for the pledge and
security interest in favor of the Administrative Agent for the benefit of the
holders of the Secured Obligations created or provided for herein. Subject to
the Prior Perfected Outdoor Ownership Interests Liens, the pledge and security
interest provided for herein (including, without limitation, the Prior Perfected
Borrower Ownership Interests Liens) constitute a first priority perfected pledge
and security interest in and to all of the Collateral. The Prior Perfected
Outdoor Ownership Interests Liens constitute a first priority perfected pledge
and security interest in favor of the Administrative Agent for the benefit of
the holders of the Secured Obligations.”
  2.05.Security
      and Guarantee Agreement; Additional Guarantors. Section
      7.11 of the Security and Guarantee Agreement is hereby amended to read in
      its entirety as follows:
 
 “7.11.Additional
Guarantors. As
contemplated by Section 5.08 of the Credit Agreement, new Subsidiaries of MCC or
the Borrower or acquired by MCC or the Borrower after the date hereof are
required to become a “Subsidiary Guarantor” under this Agreement, by executing
and delivering to the Administrative Agent an instrument of assumption to such
effect in form and substance satisfactory to the Administrative Agent.
Accordingly, upon the execution and delivery of any such instrument of
assumption by any such new or acquired Subsidiary, such new or acquired
Subsidiary shall automatically and immediately, and without any further action
on the part of any Person, become a “Subsidiary Guarantor” and a “Securing
Party” under and for all purposes of this Agreement, and Annexes 1, 2 and 3
hereto shall be deemed to be supplemented in the manner specified in said
instrument of assumption.”
 
 Section
      3.Waiver.
      Subject to the satisfaction of the conditions precedent specified in
      Section 5 hereof, but effective as of the date hereof, the Administrative
      Agent, on behalf of the Lenders, hereby
  waives:
  (a)
                from
      the date hereof until, but not including, March 3, 2009, any Default under
      clause (b) of Article VII of the Credit Agreement that consists solely of
      the Borrower or Morris Finance defaulting in the payment when due of
      interest due on February 1, 2009 on the 2003 Senior Subordinated Notes;
      and
  (b)
                from
      the date hereof until, but not including, April 11, 20092, any Default under clause (d) of Article
      VII of the Credit Agreement that consists solely of the Borrower or any
      Guarantor defaulting in the performance of its obligation under Section
      6.01(f) of the Security and Guarantee Agreement to cause to be filed such
      continuation statements as may be necessary to maintain the perfection of
      the security interest granted pursuant to the Security and Guarantee
      Agreement; provided
      that, unless the Required Lenders shall otherwise agree, the total
      Revolving Credit Exposures of all Lenders shall not exceed $60,000,000 at
      any time on or after the date hereof and the Lenders shall not be
      obligated to make any extension of credit that would cause the total
      Revolving Credit Exposures to exceed such amount on or after the date
      hereof.
  -2-
 Beginning of Document
  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
      4.Representations
      and Warranties.
      Each of the Borrower, MCC, Holdings, Shivers, MPG 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) immediately before and after giving
      effect to this Agreement, no Default or Event of Default has occurred and
      is continuing.
  Section
      5.Conditions
      Precedent. The amendments and waivers set forth in Sections 2
      and 3 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 Borrower, MCC, Holdings, Shivers, MPG Holdings, each
      Subsidiary Guarantor and the Required
  Lenders.  (ii)
                    Reorganization. The
      Permitted Reorganization shall have been consummated and the
      Administrative Agent shall be satisfied with all aspects thereof,
      including without limitation the definitive documentation with respect
      thereto and the capital structure of the Borrower, MCC and their
      respective Subsidiaries and Affiliates after giving effect
      thereto.
 (iii)
                MPG
      Holdings Pledge Agreement.
      The Administrative Agent shall have received the MPG Holdings Pledge
      Agreement, duly executed by MPG Holdings, Shivers and the Administrative
      Agent and in form and substance satisfactory to the Administrative
      Agent.
 
 (iv)
                Joinder
      Agreement.
      The Administrative Agent shall have received that certain Joinder
      Agreement dated as of the date hereof between MCC Outdoor Holding, LLC and
      the Administrative Agent, duly executed by said parties and in form and
      substance satisfactory to the Administrative
  Agent.
 (v)
                    Corporate
      Documents. The Administrative Agent shall have received such
      documents and certificates as it may request relating to the organization,
      existence, good standing and authorization of Shivers, MPG Holdings and
      MCC Outdoor Holding, LLC, each in form and substance satisfactory to the
      Administrative Agent.
 (vi)
                Legal
      Opinions.
      The Administrative Agent shall have received favorable opinions of counsel
      to the Obligors, Shivers and MCC Outdoor Holding, LLC, each in form and
      substance satisfactory to the Administrative Agent and covering such
      matters as the Administrative Agent may
  request.
  (vii)
                Amendment
      and Waiver Fee.
      The Administrative Agent shall have received for the account of each
      Lender that, not later than the close of business New York City time on
      January 26, 2009 (the “Final
      Consent Time”), shall have executed a counterpart of this Agreement
      and delivered the same to the Administrative Agent, an upfront fee in an
      amount equal to 0.125% of the Commitment of such Lender under the Credit
      Agreement (determined at the Final Consent Time as if the effectiveness of
      this Agreement shall have occurred at the Final Consent
      Time).
  -3-
 Beginning of Document
 
 (viii)
              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.Security
      Documents.Each of the Borrower, MCC, Holdings, Shivers, MPG Holdings and the
      Subsidiary Guarantors (a) confirms its obligations under the Security
      Documents, as applicable, (b) confirms that the obligations of the
      Borrower and MCC under the Transaction Documents as amended hereby 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 Transaction Documents as amended hereby
      constitute “Guaranteed Obligations”, “Secured Obligations” and
      “Obligations” (as such terms are defined in the Security Documents, as
      applicable), (d) confirms that the Transaction Documents as amended hereby
      are respectively the Credit Agreement and the Security and Guaranty
      Agreement under and for all purposes of the Security Documents and (e)
      confirms that the pledge and security interest previously created by MCC
      in favor of the Administrative Agent for the benefit of the holders of the
      “Secured Obligations” (as defined in the Security and Guarantee Agreement)
      pursuant to the Security and Guarantee Agreement in the “Pledged Equity”
      (as defined in the Security and Guarantee Agreement) issued by the
      Borrower and MCC Outdoor, LLC and any and all other “Collateral” (as
      defined in the Security and Guarantee Agreement) that is being transferred
      pursuant to the Permitted Reorganization shall continue in all such
      “Pledged Equity” and “Collateral” (each as so defined) notwithstanding the
      consummation of the Permitted
  Reorganization.
  Section
      6.Financial
      Advisors. Each
      of the Borrower, MCC, Holdings, Shivers, MPG Holdings and the Subsidiary
      Guarantors hereby agrees that it will cooperate in good faith with any
      financial advisors to the Administrative Agent or any Lender, including
      without limitation in connection with any workout, restructuring or
      negotiations in respect of the Loans made under the Credit
      Agreement.
  Section
      7.Account
      Control Agreements.
      Each of the Borrower, MCC and the Subsidiary Guarantors hereby agrees to
      enter into such control agreements, each in form and substance acceptable
      to the Administrative Agent, as may be required to perfect the security
      interest created by the Security and Guarantee Agreement in any and all
      “Deposit Accounts” (as defined in the Security and Guarantee Agreement),
      excluding “Deposit Accounts” (as so defined) having cash balances in an
      aggregate amount of less than $500,000, and to furnish to the
      Administrative Agent true copies of such control agreements, on or prior
      to March 2, 2009.
  Section
      8.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 any
      Transaction Document 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 Transaction Documents 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.
 -4-
 Beginning of Document
  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.
   MORRIS
      PUBLISHING GROUP, LLCBy:
      /s/ Craig S. MitchellName:
      Craig S. MitchellTitle:
      Senior Vice President of Finance
   MORRIS
      COMMUNICATIONS COMPANY, LLCBy:
      /s/ Craig S. MitchellName:
      Craig S. MitchellTitle:
      Senior Vice President of Finance
   MORRIS
      COMMUNICATIONS HOLDING COMPANY, LLCBy:
      /s/ Craig S. MitchellName:
      Craig S. MitchellTitle:
      Senior Vice President of Finance
  SHIVERS
      TRADING & OPERATING COMPANYBy:
      /s/ Craig S. MitchellName:
      Craig S. MitchellTitle:
      Senior Vice President of Finance
  MPG
      NEWSPAPER HOLDING, LLCBy:
      /s/ Craig S. MitchellName:
      Craig S. MitchellTitle:
      Senior Vice President of Finance
 -5-
 Beginning of Document
  MORRIS
      PUBLISHING FINANCE CO.YANKTON
      PRINTING COMPANYBROADCASTER
      PRESS, INC.THE
      SUN TIMES, LLCHOMER
      NEWS, LLCLOG
      CABIN DEMOCRAT, LLCATHENS
      NEWSPAPERS, LLCSOUTHEASTERN
      NEWSPAPERS COMPANY, LLCSTAUFFER
      COMMUNICATIONS, INC.FLORIDA
      PUBLISHING COMPANYTHE
      OAK RIDGER, LLCMPG
      ALLEGAN PROPERTY, LLCMPG
      HOLLAND PROPERTY, LLCMCC
      RADIO, LLCMCC
      OUTDOOR, LLCMCC
      MAGAZINES, LLCMCC
      EVENTS, LLCHIPPODROME,
      LLCBEST
      READ GUIDES FRANCHISE COMPANY, LLCMORRIS
      VISITOR PUBLICATIONS, LLCBEST
      READ GUIDES OF NEVADA, LLCMORRIS
      BOOK PUBLISHING, LLCTHE
      LYONS PRESS, INC.MORRIS
      AIR, LLCMCC
      HARBOUR CONDO, LLCMCC
      CUTTER COURT, LLCMORRIS
      DIGITAL WORKS, LLCMSTAR
      SOLUTIONS, LLCMVP
      FRANCE, LLCMVP
      GLOBAL, LLCSOUTHWESTERN
      NEWSPAPERS COMPANY, L.P.MCC
      OUTDOOR HOLDING, LLCTHE
      MAP GROUP, INC.
   By:
      /s/ Craig S. MitchellName:
      Craig S. MitchellTitle:
      Senior Vice President of
Finance
  -6-
 Beginning of Document
  LENDERS:
  JPMORGAN
      CHASE BANK, N.A.,Individually
      and as Administrative AgentBy:
      /s/ Peter B. ThauerName:
      Peter B. ThauerTitle:
      Executive Director
   THE
      BANK OF NEW YORK MELLON,By:
      /s/ Thomas J. Tarasovich, Jr.Name:
      Thomas J. Tarasovich, Jr.Title:
      Vice President
   SUNTRUST
      BANKBy:
      /s/ E. Matthew Schaff, IVName:
      E. Matthew Schaaf, IVTitle:
      Vice President
   WACHOVIA
      BANK, NATIONAL ASSOCIATION,By:
      /s/ Russ LyonsName:
      Russ LyonsTitle:
      Director
   BANK
      OF AMERICABy:
      /s/Name:Title:
   GENERAL
      ELECTRIC CAPITAL CORP.By:
      /s/Name:Title:
 
 US
      BANK, N.A.,By:
      /s/ Alan McLintockName:
      Alan McLintockTitle:
      Vice President
  -7-
 Beginning of Document
  LENDERS-continued:
 WEBSTER
      BANK, NATIONAL ASSOCIATION,By:
      /s/ John GilsenanName:
      John GilsenanTitle:
      Vice President
  KEYBANK
      NATIONAL ASSOCIATION,By:
      /s/ Jennifer A. O'BrienName:
      Jennifer A. O'BrienTitle:
      Vice President
   SUMITOMO
      MITSUI BANKING CORPORATION,By:
      /s/ Leo E. PagariganName:
      Leo E. PagariganTitle:
      General Manager
  COMERICA
      BANKBy:
      /s/Name:Title:
   FIRST
      TENNESSEE BANK, NATIONAL ASSOCIATIONBy:
      /s/Name:Title:
   MIZUHOBy:
      /s/Name:Title:
 -8-
  Composite
Copy (Including Amendment No. 1 dated July 3, 2007, Amendment No. 2 dated as of
November 28, 2007 and Amendment No. 3 dated as of September 30,
2008)
 EXECUTION
COPY
  ANNEX
A
   
 CREDIT AGREEMENT
  dated as
of
  December
14, 2005
  between
  MORRIS
COMMUNICATIONS COMPANY, LLC
  MORRIS
PUBLISHING GROUP, LLC
  The
LENDERS Party Hereto
  J.P.
MORGAN SECURITIES INC.,
 as Sole
Lead Arranger and Sole Bookrunner
  THE BANK
OF NEW YORK.
 KEYBANK
NATIONAL ASSOCIATION,
 SUNTRUST
BANK and
 WACHOVIA
BANK, NATIONAL ASSOCIATION,
 as
Co-Documentation Agents
  and
  JPMORGAN
CHASE BANK, N.A.,
 as
Administrative Agent
  ___________
   $350,000,000
   ___________
   $153,250,000
   ___________
   Annex Table of Contents
  TABLE OF CONTENTS
  Annex
Page#
  ARTICLE
I
  DEFINITIONS
  SECTION 1.01.  Defined Terms
                  1SECTION 1.02.  Classification of Loans and
      Borrowings.
                  2023SECTION 1.03.  Terms Generally
                  2024SECTION 1.04.  Accounting Terms and
      Determinations
                  2024
   ARTICLE
II
  THE
CREDITS
  SECTION 2.01.  The Commitments
                  2126SECTION 2.02.  Loans and
    Borrowings.
                  2327SECTION 2.03.  Requests for
      Borrowings.
                  2328SECTION 2.04.  Funding of
      Borrowings.
                  2429SECTION 2.05.  Interest
    Elections.
                  2529SECTION 2.06.  Changes of
      Commitments.
                  2631SECTION 2.07.  Repayment of Loans; Evidence of
      Debt.
                  2732SECTION 2.08.  Prepayment of
    Loans.
                  2934SECTION 2.09.  Fees.
                  3137SECTION 2.10.  Interest.
                  3237SECTION 2.11.  Alternate Rate of
      Interest
                  3338SECTION 2.12.  Increased Costs.
                  3339SECTION 2.13.  Break Funding
      Payments
                  3440SECTION 2.14.  Taxes.
                  3440SECTION 2.15.  Payments Generally; Pro Rata
      Treatment; Sharing of Set-offs.
                  3541SECTION 2.16.  Mitigation Obligations; Replacement
      of Lenders.
                  3743  i
 Annex Table of Contents
  ARTICLE
III
  REPRESENTATIONS
AND WARRANTIES
  SECTION 3.01.  Corporate
    Existence
                  3844SECTION 3.02.  Financial
    Condition
                  3844SECTION 3.03.  Litigation
                  3945SECTION 3.04.  No Breach
                  3945SECTION 3.05.  Action
                  3945SECTION 3.06.  Approvals
                  3946SECTION 3.07.  Use of Credit
                  3946SECTION 3.08.  ERISA
                  4046SECTION 3.09.  Taxes
                  4047SECTION 3.10.  Investment Company
      Act
                  4047SECTION 3.11.  Public Utility Holding Company
      Act
                  40SECTION 3.12.  Material Agreements and
      Liens
                  4047SECTION 3.13.  Environmental
    Matters
                  4148SECTION 3.14.  Capitalization
                  4250SECTION 3.15.  Subsidiaries and Investments,
      Etc.
                  4350SECTION 3.16.  Title to Assets
                  4351SECTION 3.17.  True and Complete
      Disclosure
                  4351SECTION 3.18.  Certain Material
      Agreements
                  4451SECTION 3.19.  Real Property
                  4452
   ARTICLE
IV
  CONDITIONS
  SECTION 4.01.  Effective Date
                  4452SECTION 4.02.  Each Credit Event
                  4654
  ii
 Annex Table of Contents
   ARTICLE
V
  AFFIRMATIVE
COVENANTS
  SECTION 5.01.  Financial Statements and Other
      Information
                  4654SECTION 5.02.  Notices of Material
      Events
                  4856SECTION 5.03.  Existence, Etc.
                  4957SECTION 5.04.  Insurance
                  4958SECTION 5.05.  Interest Rate Protection
      Agreements
                  5058SECTION 5.06.  Use of Proceeds
                  5058SECTION 5.07.  Certain Obligations Respecting RestrictedSubsidiaries
                  5059SECTION 5.08.  Further
Assurances
                  5159
   ARTICLE
VI
  NEGATIVE
COVENANTS
  SECTION 6.01.  Prohibition of Fundamental
      Changes
                  5261SECTION 6.02.  Limitation on
    Liens
                  5666SECTION 6.03.  Indebtedness
                  5867SECTION 6.04.  Investments
                  5968SECTION 6.05.  Restricted
    Payments
                  6069SECTION 6.06.  Financial
    Covenants
                  6170SECTION 6.07.  [Intentionally
      deleted.]
                  6270SECTION 6.08.  Lines of Business
                  6270SECTION 6.09.  Transactions with
      Affiliates
                  6270SECTION 6.10.  Modifications of Certain
      Agreements
                  6371SECTION 6.11.  Designations
      of Unrestricted Subsidiaries, Etc[Intentionally
      deleted.]
                  6371SECTION 6.12.  Designated Senior
      Debt
                  6473SECTION 6.13.  Morris Finance
                  6473SECTION 6.14.  Subordinated
      Indebtedness
                  6473
  iii
 Annex Table of Contents
   ARTICLE
VII
  EVENTS OF
DEFAULT
    ARTICLE
VIII
  THE
ADMINISTRATIVE AGENT
    ARTICLE
IX
  MISCELLANEOUS
  SECTION 9.01.  Notices
                  7078SECTION 9.02.  Waivers;
    Amendments.
                  7179SECTION 9.03.  Expenses;
      Indemnity; Damage Waiver.
                  7280SECTION 9.04.  Successors and
      Assigns.
                  7381SECTION 9.05.  Survival
                  7684SECTION 9.06.  Counterparts; Integration;
      Effectiveness
                  7685SECTION 9.07.  Severability
                  7685SECTION 9.08.  Right of Setoff
                  7785SECTION 9.09.  Governing Law; Jurisdiction;
      Etc.
                  7786SECTION 9.10.  WAIVER OF JURY
    TRIAL
                  7786SECTION 9.11.  Headings
                  7887SECTION 9.12.  Treatment of Certain Information;
      Confidentiality.
                  7887SECTION 9.13.  USA PATRIOT Act
                  7988
  iv
 Annex Table of Contents
  SCHEDULE
      IRevolving
      Credit CommitmentsSCHEDULE
      IIMaterial
      Agreements and LiensSCHEDULE
      IIIHazardous
      MaterialsSCHEDULE
      IVSubsidiaries
      and InvestmentsSCHEDULE
      VLitigationSCHEDULE
      VIReal
      PropertySCHEDULE
      VIIAcquisition
      ObligationsSCHEDULE
      VIIIPermitted
      Reorganization
   EXHIBIT
      AForm
      of Assignment and AssumptionEXHIBIT
      BForm
      of Security and Guarantee AgreementEXHIBIT
      CForm
      of Pledge AgreementEXHIBIT
      DForm
      of Opinion of Counsel to the BorrowerEXHIBIT
      EForm
      of Opinion of Special Counsel to
JPMCB
  v
 Annex Table of Contents
  CREDIT
AGREEMENT dated as of December 14, 2005, between MORRIS COMMUNICATIONS COMPANY,
LLC, MORRIS PUBLISHING GROUP, LLC, the LENDERS party hereto and JPMORGAN CHASE
BANK, N.A., as Administrative Agent.
  Morris
Communications Company, LLC, (“MCC”),
Morris Publishing Group, LLC (the “Borrower”),
the lenders named therein and JPMorgan Chase Bank, N.A. (formerly known as
JPMorgan Chase Bank), as the Administrative Agent, are parties to an Amended and
Restated Credit Agreement dated as of July 16, 2004 (the “Existing
Credit Agreement”).
  The
Borrower has requested that the Lenders make loans to it in
an aggregate principal amount not exceeding $350,000,000 (which amount may, in
the circumstances hereinafter provided, be increased to $700,000,000) at any one
time outstanding,and MCC has agreed to guarantee such
loans.  The Lenders are prepared to make such loans upon the terms and
conditions hereof, and, accordingly, the parties hereto agree as
follows:
   ARTICLE
I
  DEFINITIONS
  SECTION 1.01.
Defined
Terms
  As used
in this Agreement, the following terms have the meanings specified
below:
  “ABR”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans constituting such Borrowing, are bearing interest at a rate determined
by reference to the Alternate Base Rate.
  “Acceptable
Lease Terms” means, with respect to any lease agreement covering real
property sold by MCC,the Borrower or any Restricted
Subsidiaryof
their respective Subsidiaries pursuant to Section 6.01(c)(vii),
or distributed by the Borrower pursuant to Section 6.05(f), that such
lease agreement (a) shall expire not prior to the date eight years after the
Effective Date (or, if earlier, the remaining useful life of the real property)
and shall be renewable at the option of the lessee for an additional term of not
less than five years after such initial expiration date, (b) requires that the
lease agreement shall be recorded prior to the grant by the respective lessor of
any Lien upon such real property, and that any such Lien shall be subject to the
provisions of such lease agreement, and that such Lien shall be subject to such
lease agreement, (c) the rental payments to be made under such lease agreement
by MCC,
the Borrower or the respective RestrictedSubsidiaryof MCC or the Borrower shall be not less favorable than would be
applicable to a lease agreement entered into on market terms with an
unaffiliated third party and shall consist of equal consecutive monthly or
quarterly payments (excluding rental payments during any renewal of such lease
agreement, so long as such renewal rental payments are not in any event greater
than market terms determined at the time the renewal becomes effective), provided
that such payments may from time to time be increased in accordance with
increases in the Consumer Price Index published by the Bureau of Labor
Statistics in the Department of Labor, (d) shall not contain any terms that
would impose unusual burdens upon the ability of the respective lessee to use
the leased property and (e) shall not contain terms that render such lease a
Guarantee of obligations of the lessor.
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  “Acquisition
Subsidiary”
means (i) any entity that is acquired pursuant to an acquisition permitted under
Section 6.01(c)(iv), or pursuant to an Investment permitted under Section
6.04(e), that becomes a Restricted Subsidiary after such acquisition or
Investment and (ii) any Restricted Subsidiary formed by MCC after the date
hereof for the purpose of making any such acquisition or
Investment.  An “Acquisition Subsidiary” may include a Restricted
Subsidiary described in the foregoing clause (ii) as well as the entity acquired
by such Restricted Subsidiary described in the foregoing clause
(i).
  “Adjusted
LIBO Rate” means, for the Interest Period for any Eurodollar Borrowing,
an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of
1%) equal to (a) the LIBO Rate for such Interest Period multiplied
by (b) the Statutory Reserve Rate for such Interest Period.
  “Administrative
Agent” means JPMCB, in its capacity as administrative agent for the
Lenders hereunder.
  “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.
  “Affiliate”
meansany,
with respect to a specified Person, any other Person that directly or
indirectly controls, or is under common control with, or is controlled by, the
Borrowersuch
specified Person and, if suchother Person is an individual, any member of the immediate family
(including parents, spouse, children and siblings) of such individual and any
trust whose principal beneficiary is such individual or one or more members of
such immediate family and any Person who is controlled by any such member or
trust.  As used in this definition, “control”
(including, with its correlative meanings, “controlled
by” and “under
common control with”) means possession, directly or indirectly, of power
to direct or cause the direction of management or policies (whether through
ownership of securities or partnership or other ownership interests, by contract
or otherwise), provided
that, in any event, any Person that owns directly or indirectly securities
having 20% or more of the voting power for the election of directors or other
governing body of a corporation or 20% or more of the partnership or other
ownership interests of any other Person (other than as a limited partner of such
other Person) will be deemed to control such corporation or other
Person.  Notwithstanding the foregoing, (a) no individual (other than
William S. Morris III) shall be an Affiliate solely by reason of his or her
being a director, officer or employee of MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries and (b) no sibling of William S. Morris III shall
be an Affiliate solely by reason of his or her being such a
sibling.
  “Alternate
Base Rate” means, for any day, a rate per annum equal to the greater of
(a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate for such day plus
1/2 of 1%.  Any change in the Alternate Base Rate due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective from and
including the effective date of such change in the Prime Rate or the Federal
Funds Effective Rate, as the case may be.
  “Amendment
No. 3 Effective Date” means the date of Amendment No. 3
hereto.
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  “Amendment
No. 4 Effective Date” means the date of Amendment No. 4 and Waiver No. 2
hereto.
  “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments or Loans of all Classes hereunder represented by the aggregate
amount of such Lender’s Commitments or Loans of all Classes
hereunder.
  “Applicable
Rate” means, for any day, with respect to the commitment fees payable
hereunder, or with respect to any Type of Revolving Credit Loan or Tranche A
Term Loan, the rate per annum set forth below under the caption “ABR” or
“Eurodollar” for the applicable Class, or “Commitment Fee”, respectively, based
upon the Cash Flow Ratio as of the most recent determination date:
  Revolving
      Credit Loans
                        and
      Tranche A Term LoansCash
      Flow Ratio
                      
                      ABR
                      
                      
                      Eurodollar
                      
                      
                      Commitment
      FeeGreater
      than or equal to 5.50 to 1
                      
                      
                      1.500
                      %
                      
                      
                      2.500
                      %
                      
                      
                      0.500
                      %Less
      than 5.50 to 1 but greater than or equal to 5.00 to 1
                      
                      
                      1.250
                      %
                      
                      
                      2.250
                      %
                      
                      
                      0.500
                      %Less
      than 5.00 to 1 but greater than or equal to 4.50 to 1
                      
                      
                      1.125
                      %
                      
                      
                      2.125
                      %
                      
                      
                      0.500
                      %Less
      than 4.50 to 1 but greater than or equal to 4.00 to 1
                      
                      
                      1.000
                      %
                      
                      
                      2.000
                      %
                      
                      
                      0.500
                      %Less
      than 4.00 to 1
                      
                      
                      0.925
                      %
                      
                      
                      1.925
                      %
                      
                      
                      0.500
                      %
  provided
that, for any day on
orafter March
31, 2009,the
Amendment No. 4 Effective Date, each rate per annum set forth above under
the captions “ABR” and “Eurodollar” shall be increased by 0.500%.  For
purposes of the foregoing, (i) the Cash Flow Ratio shall be determined as of the
end of each fiscal quarter of MCC’s fiscal year based upon MCC’sthe
consolidated financial statementsof MCC, the Borrower and their respective Subsidiaries delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Cash Flow Ratio shall be effective during the period
commencing on and including the date three Business Days after delivery to the
Administrative Agent of such consolidated financial statements indicating such
change and ending on the date immediately preceding the effective date of the
next such change; provided
that the Cash Flow Ratio shall be deemed to be in the highest category indicated
above (A) at any time that an Event of Default has occurred and is continuing
and (B) if MCC or
the Borrowerfails to deliver the consolidated financial statements
required to be delivered by it pursuant to Section 5.01(a) or (b), during the
period from the expiration of the time for delivery thereof until such
consolidated financial statements are delivered.
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  The
Applicable Rate for Revolving Credit Loans, Tranche A Term Loans and Commitment
Fees, until the delivery of MCC’sthe
consolidated financial statementsof MCC, the Borrower and their respective Subsidiaries delivered pursuant
to Section 5.01(a) or (b) for the fiscal quarter ending September 30, 2006,
shall not be lower than the rates set forth above for a Cash Flow Ratio of less
than 5.50 to 1 but greater than or equal to 5.00 to 1.
  “Approved
Fund” shall mean, with respect to any Lender that is a fund that invests
in bank loans and similar extensions of credit, any other fund that invests in
bank loans and similar extensions of credit and is managed by the same
investment advisor as such Lender or by an Affiliate of such investment
advisor.
  “Asset
Cash Flow” means, on any date during any fiscal year, with respect to any
assets or equity interests being sold as contemplated in Section 6.01(c)(vi),
the sum (determined on a consolidated basis, if applicable, without duplication
in accordance with GAAP), of the following, in each case to the extent
attributable to such assets or equity interests: (a) net operating income
(calculated before federal, state and local income taxes, Interest Expense,
extraordinary and unusual items, income or loss attributable to equity in
Affiliates of
the Borrowerand Other Income) for the period of four fiscal quarters
ending on or most recently ended prior to said date plus (b) non-cash items,
including, without limitation, depreciation and amortization (to the extent
deducted in determining net operating income) for such period.
  “Assignment
and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required
by Section 9.04), and accepted by the Administrative Agent, in the form of
Exhibit A or any other form approved by the Administrative Agent.
  “Bankruptcy
Code” shall mean the Federal Bankruptcy Reform Act of 1978 (11 U.S.C.
§101, et
seq.), as amended and in effect from time to time and the regulations
issued from time to time thereunder.
  “Basic
Documents” means, collectively, the Loan Documents and the Tax
Consolidation Agreements.
  “Board”
means the Board of Governors of the Federal Reserve System of the United States
of America.
  “Borrower”
means Morris Publishing Group, LLC, a Georgia limited liability
company.
  “Borrower
Change in Control” means:
  (a)  (i)
Questo shall cease to own at least 65% of the equity interests of Shivers (or
shall cease to own at least 65% of the aggregate voting power of Shivers), (ii)
MPG Holdings shall cease to be a direct Wholly Owned Subsidiary of Shivers,
(iii) the Borrower shall cease to be a direct Wholly Owned Subsidiary of MPG
Holdings or (iv) MPG Holdings shall grant any Lien on the ownership interests
held by it in the Borrower (other than any Lien pursuant to the MPG Holdings
Pledge Agreement); or
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  (b)  An
aggregate of at least 51% of the issued and outstanding shares of stock (of each
class) of Questo shall cease to be owned, collectively, by (i) William S. Morris
III, his spouse, his children or his grandchildren, (ii) a trust for the benefit
of William S. Morris III, his spouse, his children or his grandchildren, which
trust is under the control of William S. Morris III, his spouse, his children or
his grandchildren or (iii) a partnership, corporation or limited liability
company which is controlled by (and the equity interests in which are owned by)
William S. Morris III, his spouse or his children or his grandchildren or their
spouses or by a trust referred to in the foregoing
clause.
  “Borrowing”
means (a) all ABR Loans of the same Class made, converted or continued on the
same date or (b) all Eurodollar Loans of the same Class that have the same
Interest Period.
  “Borrowing
Request” means a request by the Borrower for a Borrowing in accordance
with Section 2.03.
  “Business
Day” means any day (a) that is not a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
remain closed and (b) if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, a continuation or conversion of or
into, or the Interest Period for, a Eurodollar Borrowing, or to a notice by the
Borrower with respect to any such borrowing, payment, prepayment, continuation,
conversion, or Interest Period, that is also a day on which dealings in Dollar
deposits are carried out in the London interbank market.
  “Capital
Expenditure Contributions” means (a) any equity contribution (whether
constituting a contribution to the capital of MCC by Holdings or the purchase of
additional equity interests in MCC by Holdings) received in cash and designated
at the time the same is made by a senior financial officer of MCC as a “Capital
Expenditure Contribution” for purposes of this Agreement or (b) any dividend
to MCC from any Unrestricted Subsidiary that isequity
contribution (whether constituting a contribution to the capital of the Borrower
by MPG Holdings or the purchase of additional equity interests in the Borrower
by MPG Holdings) received in cash and designated at the time the same is
made by a senior financial officer of MCC as a “Capital Expenditure
Contribution” for purposes of this Agreement,
which designations shall be set forth in a notice to such effect delivered by
MCC to the Administrative Agent.
  “Capital
Expenditures” means, for any period, expenditures (including, without
limitation, the aggregate amount of Capital Lease Obligations incurred during
such period, but excluding interest capitalized during such period in respect of
Indebtedness incurred to finance the acquisition or construction of fixed
assets, plant and equipment) made by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries to acquire or construct fixed assets, plant and
equipment (including renewals, improvements and replacements) during such period
computed in accordance with GAAP.  Notwithstanding the foregoing, the
following shall be excluded from Capital Expenditures (a) any acquisition
permitted under Section 6.01(c)(iv), (b) any Investment permitted under Section
6.04(e), (c) the cost of any repair or replacement of any Property that is
the subject of a Casualty Event, (d) any reinvestment of the Net Proceeds of a
Disposition pursuant to Section 2.08(b)(i), and (e) any acquisition of any
Property permitted
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5
 Annex Table of Contents
  hereunder
that is leased by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries as of the Effective Date.
  “Capital
Lease Obligations” means, for any Person, all obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) Property to the extent such obligations are required to be
classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP (including Statement of Financial Accounting Standards No. 13
of the Financial Accounting Standards Board), and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP (including such Statement No.
13).
  “Cash
and Cash Equivalents” means, as at any date of determination thereof for
MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAPas if the Borrower and its Subsidiaries were Subsidiaries of MCC), the
aggregate amount of all cash (including, without limitation, balances held in
operating deposit accounts) and all Liquid Investments held by MCCand its Restricted,
the Borrower and their their respective Subsidiaries on such
date.
  “Cash
Flow” means, for any period, the sum, for MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAPas if the Borrower and its Subsidiaries were Subsidiaries of MCC), of the
following:  (a) net operating income for such period, calculated
before federal, state and local income taxes, Interest Expense, extraordinary
and unusual items (other than any one-time charges related to start-up expenses
for the shared services center and business and technology platform), income or
loss attributable to equity in Affiliates of
MCC and the Borrowerand Other Income, it being understood that the first
$1,000,000 of Other Rental Income for any period shall be included in “net
operating income”, plus
(b) non-cash items for such period, including, without limitation, depreciation
and amortization, impairment charges with respect to goodwill and other
intangibles, unrealized gains or losses on financial instruments (such as
contemplated by FAS 133), non-cash financing losses on the extinguishment of
debt and the non-cash portion of post-retirement benefits (to the extent
deducted in determining net operating income), plus
(c) non-recurring cash severance charges for such period not exceeding
$5,000,000 in the aggregate during the period commencing on July 1, 2008 through
the term of this Agreement.  MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries shall be permitted to add back for any period
ending on or prior to December 31, 2006, up to $2,500,000 of hurricane related
expenses and losses (including lost revenue).  In determining “net
operating income” for any period, there shall be excluded from expenses the
aggregate amount of Special Deferred Compensation for such period.
  Notwithstanding
the foregoing, in determining Cash Flow as at any date with respect to any
period, appropriate adjustments shall be made to take into account the effect of
any acquisition or Disposition during such period (or thereafter through such
date) involving aggregate consideration in excess of $1,000,000, as if such
acquisition or Disposition had occurred on the first day of such
period.
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6
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  “Cash
Flow Ratio” means, as at any date of determination thereof, the ratio of
(i) Total Indebtedness as at such date to (ii) Cash Flow for the period of four
fiscal quarters ending on or most recently ended prior to such
date.
  “Casualty
Event” means, with respect to any property of any Person, any loss of or
damage to, or any condemnation or other taking of, such property for which such
Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a
condemnation award or other compensation.
  “Change
in Law” means (a) the adoption of any law, rule or regulation after the
date of this Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section 2.12(b), by any lending office of such Lender or by such Lender’s
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.
  “Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans constituting such Borrowing, are Revolving Credit Loans, Tranche A
Term Loans or Incremental Term Loans and, when used in reference to any
Commitment, refers to whether such Commitment is a Revolving Credit Commitment,
Tranche A Term Loan Commitment or Incremental Term Loan Commitment.
  “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
  “Commitment”
means a Revolving Credit Commitment, Tranche A Term Loan Commitment or
Incremental Term Loan Commitment, or any combination thereof (as the context
requires).
  “Default”
means an Event of Default or an event that with notice or lapse of time or both
would become an Event of Default.
  “Disposition”
means any sale, assignment, transfer or other disposition of any Property
(whether now owned or hereafter acquired) by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries to any Person, including any Casualty Event, but
excluding any sale, assignment, transfer or other disposition of (a) any
Property sold or disposed of in the ordinary course of business and on ordinary
business terms and (b) any Property in an aggregate amount of less than
$1,000,000.
  “Dollars”
or “$”
refers to lawful money of the United States of America.
  “Effective
Date” means the date on which the conditions specified in Section 4.01
are satisfied (or waived in accordance with Section 9.02).
  “Environmental
Claim” means, with respect to any Person, (a) any written or oral notice,
claim, demand or other communication (collectively, a “claim”)
by any other Person
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  alleging
or asserting such Person’s liability for investigatory costs, cleanup costs,
governmental response costs, damages to natural resources or other Property,
personal injuries, fines or penalties arising out of, based on or resulting from
(i) the presence, or Release into the environment, of any Hazardous Material at
any location, whether or not owned by such Person, or (ii) circumstances forming
the basis of any violation, or alleged violation, of any Environmental
Law.  The term “Environmental Claim” shall include, without
limitation, any claim by any governmental authority for enforcement, cleanup,
removal, response, remedial or other actions or damages pursuant to any
applicable Environmental Law, any claim by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or injunctive relief
resulting from the presence of Hazardous Materials or arising from alleged
injury or threat of injury to health, safety or the environment, and any Lien
filed against any property covered by any Mortgage.
  “Environmental
Laws” means any and all present and future Federal, state, local and
foreign laws, rules or regulations, and any orders or decrees, in each case as
now or hereafter in effect, relating to the regulation or protection of human
health, safety or the environment or to emissions, discharges, releases or
threatened releases of pollutants, contaminants, chemicals or toxic or hazardous
substances or wastes into the indoor or outdoor environment, including, without
limitation, ambient air, soil, surface water, ground water, wetlands, land or
subsurface strata, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, chemicals or toxic or hazardous substances or
wastes.
  “Equity
Contributions” means (a)any equity contribution (whether constituting a contribution to the
capital of MCC by Holdings or the purchase of additional equity interests in MCC
byHoldings) received in cash and designated at the time the same is made by a
senior financial officer of MCC as an “Equity Contribution” for purposes of this
Agreement, which designation shall be set forth in a notice to such effect
delivered by MCC to the Administrative Agent, or (b) any equity contribution
(whether constituting a contribution to the capital of the Borrower by MPG
Holdings or the purchase of additional equity interests in MCC by MPG
Holdings) received in cash and designated at the time the same is made by a
senior financial officer of MCC as an “Equity Contribution” for purposes of this
Agreement, which designation shall be set forth in a notice to such effect
delivered by MCC to the Administrative Agent.
  “Equity
Issuance” means (a) any issuance or sale by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries after the Effective Date of (i) any of its
capital stock, (ii) any warrants or options exercisable in respect of its
capital stock (other than any warrants or options issued to directors, officers
or employees of MCC,
the Borrower or any of itstheir
respective Subsidiaries pursuant to employee benefit plans established in
the ordinary course of business and any capital stock of MCC issued upon the
exercise of such warrants or options) or (iii) any other security or instrument
representing an equity interest (or the right to obtain any equity interest) in
MCC,
the Borrower or any of itstheir
respective Subsidiaries or (b) the receipt by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries after the Effective Date of any capital
contribution (whether or not evidenced by any equity security issued by the
recipient of such contribution); provided
that Equity Issuance shall
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  not
include (w) any reimbursement of the costs of any Special Deferred Compensation
described in clause (a) of the definition of such term in this Section, (x) the
first $50,000,000 of Equity Contributions received after the date hereof,or (y) the first $100,000,000 of Capital Expenditure Contributions
received after the date hereof or
(z) any contribution made to the capital of MCC in order to enable the payments
to be made pursuant to Section 6.05(h) or any contribution made to the capital
of MCC pursuant to Section 5(b) of the Pledge Agreement.
  “Equity
Rights” means, with respect to any Person, any outstanding subscriptions,
options, warrants, commitments, preemptive rights or agreements of any kind
(including, without limitation, any stockholders’ or voting trust agreements)
for the issuance, sale, registration or voting of, or outstanding securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such
Person.
  “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time
to time.
  “ERISA
Affiliate” means any trade or business (whether or not incorporated)
that, together with MCC or the Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under Section
414 of the Code.
  “ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of
ERISA or the regulations issued thereunder with respect to a Plan (other than an
event for which the 30-day notice period is waived); (b) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by MCC,
the Borrower or any of itstheir
respective ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by MCC,
the Borrower or any of
their respectiveERISA AffiliateAffiliates
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by MCC,
the Borrower or any of itstheir
respective ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by MCC,
the Borrower or any of
their respectiveERISA AffiliateAffiliates
of any notice, or the receipt by any Multiemployer Plan from MCC,
the Borrower or any of
their respectiveERISA AffiliateAffiliates
of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.
  “Eurodollar”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans constituting such Borrowing, are bearing interest at a rate determined
by reference to the Adjusted LIBO Rate.
  “Event
of Default” has the meaning assigned to such term in Article
VII.
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  “Excluded
Taxes” means, with respect to the Administrative Agent, any Lender or any
other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes imposed by the United States of America
or any similar tax imposed by any other jurisdiction in which the Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 2.16(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party to this Agreement or is attributable to such Foreign
Lender’s failure or inability (other than as a result of a Change in Law) to
comply with Section 2.14(e), except to the extent that such Foreign Lender’s
assignor (if any) was entitled, at the time of assignment, to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.14(a).
  “Existing
Credit Agreement” has the meaning assigned to such term in the preamble
to this Agreement.
  “Federal
Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.
  “Fiscal
Quarter” means each fiscal quarter of MCC and the Borrower,
respectively.  The “first” Fiscal Quarter in any fiscal year shall be
the Fiscal Quarter ending on or nearest to March 31 in such year, the “second”
Fiscal Quarter in any fiscal year shall be the Fiscal Quarter ending on or
nearest to June 30 in such year, the “third” Fiscal Quarter in any fiscal year
shall be the Fiscal Quarter ending on or nearest to September 30 in such year,
and the “fourth” Fiscal Quarter in any fiscal year shall be the Fiscal Quarter
ending on or nearest to December 31 in such year, in each case as provided in
Section 1.04(d).
  “Fixed
Charge Coverage Ratio” means, as at any date of determination, the ratio
of (a) Cash Flow for the period of four fiscal quarters ending on or most
recently ended prior to such date to (b) the sum (without duplication) of (i)
the amount, if any, by which the aggregate principal amount of Revolving Credit
Loans outstanding hereunder at the beginning of such period shall exceed the
aggregate amount of the Revolving Credit Commitments scheduled to be in effect
at the end of such period after giving effect to any reductions of such
Commitments scheduled to occur during such period pursuant to Section 2.06 plus
(ii) all regularly scheduled payments or regularly scheduled mandatory
prepayments of principal of any other Indebtedness made during such period
(including the Term Loans and the principal component of any payments in respect
of Capital Lease Obligations, but excluding (u) the final installment
of principal of the Term Loans, (v) any prepayments pursuant to Section
2.08, (w) any Indebtedness of the type described in clause (c) or (f) of the
definition of such term in this Section 1.01, except to the extent MCC,
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  the
Borrower and its
Restrictedtheir
respective Subsidiaries have made payments in respect of the principal
thereof during such period, (x) the final installment of principal of any
Indebtedness permitted hereunder that is secured by the aircraft assets of
MCC,
the Borrower and itstheir
respective Subsidiaries or Swingline Indebtedness, (y) any payments on
Intercompany Indebtedness and (z) for any such period of four fiscal quarters
ending on December 31, 2008 or March 31, 2009, any payments of principal made by
the Borrower pursuant to Section 2.07(a)(ii)) plus
(iii) all Interest Expense for such period plus
(iv) income taxes for such period (excluding, however, taxes attributable to (1)
the Proposed Disposition (as defined in the Amendment No. 2 and Waiver hereto)
to the extent proceeds with respect to such Proposed Disposition are not
included in Cash Flow, (2) Unrestricted
Subsidiaries to the extent paid by such Unrestricted Subsidiaries, (3)any Disposition to the extent proceeds with respect to such Disposition
are not included in Cash Flow and (43)
Indebtedness repurchased) plus
(v) Restricted Payments made in cash during such period plus
(vi) Capital Expenditures for such period, excluding (x) Capital Expenditures
funded by Capital Expenditure Contributions made during the twelve month period
ending on or most recently ended prior to such date (as contemplated by the
definition of such term in this Section 1.01) and (y) Capital Expenditures
related to start-up expenses for the shared services center and business and
technology platform, provided
that (i) the aggregate amount of such charges and expenses that may be so
excluded shall not exceed $7,500,000 for any period ending on or before December
31, 2006 and (ii) no such charges and expenses may be excluded for any period
ending after December 31, 2006.
  “Foreign
Lender” means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located.  For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.
  “GAAP”
means generally accepted accounting principles applied on a basis consistent
with those which, in accordance with the last sentence of Section 1.04(a), are
to be used in making the calculations for purposes of determining compliance
with this Agreement.
  “Governmental
Authority” means the government of the United States of America, or of
any other nation, or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to
government.
  “Guarantee”
means a guarantee, an endorsement, a contingent agreement to purchase or to
furnish funds for the payment or maintenance of, or otherwise to be or become
contingently liable under or with respect to, the Indebtedness, other
obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock or
equity interests of any Person, or an agreement to purchase, sell or lease (as
lessee or lessor) Property, products, materials, supplies or services primarily
for the purpose of enabling a debtor to make payment of such debtor’s
obligations or an agreement to assure a creditor against loss, and
including, without limitation, causing a bank or other financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding
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  endorsements
for collection or deposit in the ordinary course of business. The terms “Guarantee”
and “Guaranteed”
used as a verb shall have a correlative meaning.
  “Guarantors”
means MCC and each Subsidiary Guarantor.
  “Hazardous
Material” means, collectively, (a) any petroleum or petroleum products,
flammable explosives, radioactive materials, friable asbestos, urea formaldehyde
foam insulation, and transformers or other equipment that contain dielectric
fluid containing polychlorinated biphenyls (PCB’s), (b) any chemicals or other
materials or substances which are now or hereafter become defined as or included
in the definition of “hazardous substances”, “hazardous wastes”, “hazardous
materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic
substances”, “toxic pollutants”, “contaminants”, “pollutants” or words of
similar import under any Environmental Law and (c) any other chemical or other
material or substance, exposure to which is now or hereafter prohibited, limited
or regulated under any Environmental Law.
  “Holdings”
means Morris Communications Holding Company, LLC, a Georgia limited liability
company.
  “Incremental
Term”, when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans constituting such Borrowing, are made pursuant to
Section 2.01(c).
  “Incremental
Term Loan Commitment” means, with respect to each Incremental Term Loan
Lender, and for any Series thereof, the commitment of such Incremental Term Loan
Lender to make Incremental Term Loans of such Series, as such commitment may be
(a) reduced from time to time pursuant to Section 2.06 or 2.08(b) and (b)
reduced or increased from time to time pursuant to assignments by or to such
Incremental Term Loan Lender pursuant to Section 9.04.  The aggregate
amount of the Incremental Loan Commitments of all Series incurred after the
Effective Date plus
the aggregate amount of increases in Revolving Credit Commitments effected
pursuant to Section 2.06(e) plus
the aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the
Pledge Agreement after the Effective Date, shall not exceed $350,000,000 or such
higher amount to which the Required Lenders shall have consented.
  “Incremental
Term Loan Lender” means a Lender with an Incremental Term Loan Commitment
or an outstanding Incremental Term Loan of any Series.
  “Indebtedness”
means, for any Person:  (a) obligations created, issued or incurred by
such Person for borrowed money (whether by loan, the issuance and sale of debt
securities or the sale of Property to another Person subject to an understanding
or agreement, contingent or otherwise, to repurchase such Property from such
Person); (b) obligations of such Person to pay the deferred purchase or
acquisition price of Property or services, other than (i) trade accounts payable
(other than for borrowed money) arising, and accrued expenses incurred, in the
ordinary course of business and (ii) without limiting the foregoing, trade
accounts payable with respect to the purchase card line of credit established by
JPMCB in favor of MCC; (c) Indebtedness of others secured by a Lien on the
Property of such Person, whether or not the respective indebtedness so secured
has been assumed by such Person, excluding, if such Person is the lessee of
Property (whether pursuant to an operating lease or capital lease), Liens on
such Property securing
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  Indebtedness
of the lessor; (d) obligations of such Person in respect of letters of credit or
similar instruments issued or accepted by banks and other financial institutions
for account of such Person; (e) Capital Lease Obligations of such Person; and
(f) Indebtedness of others Guaranteed by such Person to the extent of the amount
of such Indebtedness that such Person has agreed to Guarantee.
  “Indemnified
Taxes” means Taxes other than Excluded Taxes.
  “Information
Memorandum” means the Confidential Information Memorandum dated November
2005 prepared by MCC and the Borrower with respect to the transactions
contemplated hereby.
  “Intercompany
Indebtedness” means Indebtedness of any Loan Party owing to MCC,
the Borrower or anyRestricted Subsidiary of MCCor the Borrower.
  “Interest
Coverage Ratio” means, as at any date of determination thereof, the ratio
of (a) Cash Flow for the period of four fiscal quarters ending on or most
recently ended prior to such date to (b) Interest Expense for such
period.
  “Interest
Election Request” means a request by the Borrower to convert or continue
a Borrowing in accordance with Section 2.05.
  “Interest
Expense” means, for any period, the sum, for Holdings (but not any
Subsidiaries thereof) and MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAPas if the Borrower and its Subsidiaries were Subsidiaries of MCC), of the
following:  (a) all interest in respect of Indebtedness accrued or
capitalized during such period (whether or not actually paid during such period,
but excluding fees, commissions, purchase price payments or other costs in
respect of any Interest Rate Protection Agreement and excluding also any
Indebtedness of the type described in clause (c) or (f) of the definition of
such term in this Section 1.01, except to the extent MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries have made payments in respect of interest thereof
during such period) plus
(b) the net amounts payable (or minus
the net amounts receivable) under Interest Rate Protection Agreements accrued
during such period (whether or not actually paid or received during such period)
plus
(c) the aggregate amount of fees or commissions paid in respect of letters of
credit (other than commercial letters of credit) during such
period.  Notwithstanding the foregoing, “Interest Expense” shall
exclude any amount paid or amortized during any period in respect of up-front
fees arising in connection with the incurrence of Indebtedness.
  Interest
Expense as at any date for any period will be adjusted on a pro forma
basis to take into account the effect of any acquisition or Disposition during
such period (or after such period through such date) involving aggregate
consideration in excess of $1,000,000, as if such acquisition or Disposition
(and any related incurrence or prepayment of Indebtedness) had occurred on the
first day of such period.
  “Interest
Payment Date” means (a) with respect to any ABR Loan, each Quarterly Date
and (b) with respect to any Eurodollar Loan, the last day of each Interest
Period therefor and, in the case
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  of any
Interest Period of more than three months’ duration, each day prior to the last
day of such Interest Period that occurs at three-month intervals after the first
day of such Interest Period.
  “Interest
Period” means, for any Eurodollar Loan or Borrowing, the period
commencing on the date of such Loan or Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as specified in the applicable Borrowing Request or Interest
Election Request; provided,
that (a) if any Interest Period would end on a day other than a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day,
and (b) any Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period.  For
purposes hereof, the date of a Loan initially shall be the date on which such
Loan is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Loan, and the date of a Borrowing comprising
Loans that have been converted or continued shall be the effective date of the
most recent conversion or continuation of such Loans.
  “Interest
Rate Protection Agreement” means, for any Person, an interest rate swap,
cap or collar agreement or similar arrangement between such Person and one or
more financial institutions providing for the transfer or mitigation of interest
risks either generally or under specific contingencies.
  “Investment”
means, for any Person:  (a) the acquisition (whether for cash,
Property, services or securities or otherwise) of capital stock, bonds, notes,
debentures, partnership or other ownership interests or other securities of any
other Person or any agreement to make any such acquisition (including, without
limitation, any “short sale” or any sale of any securities at a time when such
securities are not owned by the Person entering into such short sale); (b) the
making of any deposit with, or advance, loan or other extension of credit to,
any other Person (including the purchase of Property from another Person subject
to an understanding or agreement, contingent or otherwise, to resell such
Property to such Person, but excluding any such advance, loan or extension of
credit having a term not exceeding 180 days representing the purchase price of
inventory or supplies sold by such Person in the ordinary course of business);
(c) the entering into of any Guarantee of, or other contingent obligation with
respect to, Indebtedness or other liability of any other Person and (without
duplication) any amount committed to be advanced, loaned or extended to such
Person; or (d) the entering into of any Interest Rate Protection
Agreement.
  “JPMCB”
means JPMorgan Chase Bank, N.A.
  “June
30, 2009 Financial Statements Delivery Date” means the earlier of (x)
August 29, 2009 and (y) the date of delivery of MCC’sthe
consolidated financial statementsof MCC, the Borrower and their respective Subsidiaries for the fiscal
quarter ending on June 30, 2009 pursuant to Section 5.01(a).
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  “Lenders”
means, collectively, (a) the Revolving Credit Lenders and Tranche A Term Loan
Lenders listed on Schedule I, (b) the Incremental Term Loan Lenders (if any) and
(c) any other Person that shall have become a party hereto pursuant to an
Assignment and Assumption, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption.
  “LIBO
Rate” means, for the Interest Period for any Eurodollar Borrowing, the
rate appearing on ReutersPage 3750
of the Telerate ServiceLIBOR01
(or on any successor or substitute page of such Serviceservice,
or any successor to or substitute for such Serviceservice,
providing rate quotations comparable to those currently provided on such page of
such Serviceservice,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for the
offering of Dollar deposits with a maturity comparable to such Interest
Period.  In the event that such rate is not available at such time for
any reason, then the LIBO Rate for such Interest Period shall be the rate at
which Dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.
  “Lien”
means, with respect to any Property, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such
Property.  For purposes of this Agreement and the other Loan
Documents, a Person shall be deemed to own subject to a Lien any Property that
it has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
(other than an operating lease) relating to such Property.
  “Liquid
Investments” means:  (a) direct obligations of the United
States of America, or of any agency thereof, or obligations guaranteed as to
principal and interest by the United States of America, or of any agency
thereof, in either case maturing not more than 180 days from the date of
acquisition thereof; (b) certificates of deposit issued by any Lender, or by any
bank or trust Borrower organized under the laws of the United States of America
or any state thereof and having capital, surplus and undivided profits of at
least $500,000,000, in each case maturing not more than 180 days from the date
of acquisition thereof; (c) certificates of deposit issued by any Eligible
Foreign Bank maturing not more than 180 days from the date of acquisition
thereof (for purposes hereof, “Eligible
Foreign Bank” means any bank organized under the laws of any member of
the Organization for Economic Cooperation and Development, the long-term debt
securities of which are rated A or better by Standard & Poor’s Ratings
Group, a Division of McGraw Hill, Inc. or A2 or better by Moody’s Investors
Service, Inc.); (d) certificates of deposit issued by any bank (other than a
bank described in clause (b) or (c) above) not to exceed $1,000,000 in the
aggregate at any time outstanding; and (e) commercial paper rated A-1 or better
or P-1 by Standard & Poor’s Ratings Group, a Division of McGraw Hill, Inc.
or Moody’s Investors Service, Inc., respectively, maturing not more than 90 days
from the date of acquisition thereof.
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  “Loan
Documents” means, collectively, this Agreementand,
the Security Documents,
Amendment No. 1 hereto, Amendment No. 2 and Waiver hereto, Amendment No. 3
hereto and Amendment No. 4 and Waiver No. 2 hereto.
  “Loan
Parties” means, collectively, the Borrower and the
Guarantors.
  “Loans”
means the loans made by the Lenders to the Borrower pursuant to this
Agreement.
  “March
31, 2009 Financial Statements Delivery Date” means the earlier of (x) May
30, 2009 and (y) the date of delivery of MCC’sthe
consolidated financial statementsof MCC, the Borrower and their respective Subsidiaries for the fiscal
quarter ending on March 31, 2009 pursuant to Section 5.01(a).
  “Margin
Stock” means “margin stock” within the meaning of Regulations T, U and
X.
  “Material
Adverse Effect” means a material adverse effect on (a) the consolidated
financial condition, operations, business or prospects of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries or the Newspaper Entities taken as a whole, (b)
the ability of any Obligor to perform its obligations under any of the Basic
Documents to which it is a party, (c) the validity or enforceability of any of
the Basic Documents, (d) the rights and remedies of the Lenders and the
Administrative Agent under any of the Basic Documents or (e) the timely payment
of the principal of or interest on the Loans or other amounts payable in
connection therewith.
  “MCC”
means Morris Communications Company, LLC, a Georgia limited liability
company.
  “MCC
Change in Control” means:
  (a)  (i)
Pesto shall cease to own at least 65% of the equity interests of Questo (or
shall cease to own at least 65% of the aggregate voting power of Holdings), (ii)
Pesto directly (or Questo indirectly) shall cease to own at least 65% of the
equity interests of Holdings (or shall cease to own at least 65% of the
aggregate voting power of Holdings), (iii) MCC shall cease to be a direct Wholly
Owned Subsidiary of Holdings or (iv) Holdings shall grant any Lien on the
ownership interests held by it in MCC (other than any Lien pursuant to the
Pledge Agreement); or
  (b)  An
aggregate of at least 51% of the issued and outstanding shares of stock (of each
class) of Questo shall cease to be owned, collectively, by (i) William S. Morris
III, his spouse, his children or his grandchildren, (ii) a trust for the benefit
of William S. Morris III, his spouse, his children or his grandchildren, which
trust is under the control of William S. Morris III, his spouse, his children or
his grandchildren or (iii) a partnership, corporation or limited liability
company which is controlled by (and the equity interests in which are owned by)
William S. Morris III, his spouse or his children or his grandchildren or their
spouses or by a trust referred to in the foregoing
clause.
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  “Mediacom”
means Mediacom Communications Corporation, a Delaware corporation.
  “Morris
Finance” means Morris Publishing Finance Co., a Georgia
corporation.
  “Mortgages”
means, collectively, one or more instruments of Mortgage, Deeds of Trust,
Assignment of Rents, Security Agreement and Fixture Filing executed by an
Obligor in favor of the Administrative Agent and the Lenders (or in favor of a
trustee for the benefit of the Administrative Agent and the Lenders) and
covering the properties and leasehold interests identified in Schedule VI that
are to be subject to the Lien of a Mortgage and any other mortgage, deed of
trust, deed to secure debt or any other agreement evidencing a real property
security interest in favor of the Lenders delivered in connection with the Loan
Documents.
  “MPG
Holdings” means MPG Newspaper Holding, LLC, aGeorgialimited
liability company.
  “MPG
Holdings Pledge Agreement” means that certain Pledge Agreement dated as of the
Amendment No. 4 Effective Date between MPG Holdings, Shivers and the
Administrative Agent.
  “Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.
  “Net
Proceeds” means, with respect to any Disposition or Equity Issuance, the
aggregate amount of all cash payments received by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries directly or indirectly in connection with such
Disposition or Equity Issuance; provided
that (i) such Net Proceeds shall be net of (x) the amount of any legal, title
and recording tax expenses, commissions and other fees and expenses paid by
MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries in connection with such Disposition or Equity
Issuance and (y) any Federal, state and local income or other taxes estimated to
be payable by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries as a result of such Disposition or Equity
Issuance (but only to the extent that such estimated taxes are in fact paid
to
Shiverspursuant to the Tax Consolidation Agreements when due pursuant to
the provisions thereof) and (ii) such Net Proceeds shall be net of any
repayments by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries of Indebtedness to the extent that (x) such
Indebtedness is secured by a Lien on the Property that is the subject of such
Disposition or Equity Issuance and (y) such Indebtedness is in fact repaid
upon the consummation of the purchase of such Property.
  “Newspaper
Entities” means, collectively, the Borrower and its
Subsidiaries.
  “Obligors”
means, collectively, the Borrower, the Guarantors,
Holdings, Shivers andMPG Holdings.
  “Operating
Agreement” means the Operating Agreement dated October 26, 2001 for MCC,
as modified and supplemented and in effect from time to time.
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  “Other
Income” means, for any period, collectively, (i) Other Investment Income
for such period and (ii) to the extent exceeding $1,000,000, Other Rental Income
for such period.
  “Other
Investment Income” means, for any period, the sum for MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAPas if the Borrower and its Subsidiaries were Subsidiaries of MCC), of the
aggregate amount of cash dividends and cash interest received by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries during such period in respect of Investments in
preferred and common stock and notes and other debt securities (including,
without limitation, Cash and Cash Equivalents) held by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries.
  “Other
Rental Income” means, for any period, the sum for MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAPas if the Borrower and its Subsidiaries were Subsidiaries of MCC), of all
income received by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries during such period in respect of the leasing or
subleasing of real property owned or leased by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries.
  “Other
Taxes” means any and all present or future stamp or documentary taxes or
any other excise or property taxes, charges or similar levies arising from any
payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.
  “Participant”
has the meaning assigned to such term in Section 9.04(e).
  “PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.
  “Permitted
Reorganization” means the reorganization described on Schedule VIII (with such
immaterial modifications as the Administrative Agent shall have
approved).
  “Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.
  “Pesto”
means Pesto, Inc., aGeorgiacorporation.
  “Plan”
means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.
  “Pledge
Agreement” means a Pledge Agreement substantially in the form of Exhibit
C between Holdings and the Administrative Agent.
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18
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  “Prime
Rate” means the rate of interest per annum publicly announced from time
to time by JPMCB as its prime rate in effect at its principal office in New York
City; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.
  “Principal
Payment Dates” means the Quarterly Dates falling on or nearest to March
31, June 30, September 30 and December 31 of each year, commencing with March
31, 2005, through and including the applicable Term Loan Maturity
Date.
  “Property”
means any right or interest in or to property of any kind whatsoever and whether
tangible or intangible.
  “Quarterly
Dates” means the last Business Day of March, June, September and December
in each year, the first of which shall be the first such day after the date
hereof.
  “Questo”
means Questo, Inc., aGeorgiacorporation.
  “Register”
has the meaning set forth in Section 9.04.
  “Related
Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person’s Affiliates.
  “Release”
means any release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, leaching or migration into the indoor or outdoor
environment, including, without limitation, the movement of Hazardous Materials
through ambient air, soil, surface water, ground water, wetlands, land or
subsurface strata.
  “Required
Lenders” means, at any time, Lenders having Loans and unused Commitments
representing at least a majority of the sum of the total Loans and unused
Commitments at such time.  References herein to the Required Lenders
of any Class shall refer to the Lenders of such Class holding at least a
majority of the sum of the total Loans and unused Commitments of such Class at
such time.
  “Restricted
Payment” means, collectively, (a) all distributions of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (in cash, Property or obligations) on, or other
payments or distributions on account of, or the setting apart of money for a
sinking or other analogous fund for, or the purchase, redemption, retirement or
other acquisition of, any portion of any ownership interest in MCC,
the Borrower or any of itstheir
respective Subsidiaries or of any warrants, options or other rights to
acquire any such ownership interest (or to make any payments to any Person, such
as “phantom stock” payments, where the amount thereof is calculated with
reference to fair market or equity value of MCC,
the Borrower or any of itstheir
respective Subsidiaries) and (b) any payments made by MCC or the Borrower
to any holders of any equity interests in MCC or the Borrower that are designed
to reimburse such holders for the payment of any Taxes attributable to the
operations of MCC,
the Borrower and itstheir
respective Subsidiaries.
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  “Restricted
Subsidiary” means any Subsidiary of MCC other
than an Unrestricted Subsidiaryor
the Borrower.
  “Revolving
Credit”, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are made pursuant
to Section 2.01(a).
  “Revolving
Credit Availability Period” means the period from and including
the  Effective Date to but excluding the earlier of the Revolving
Credit Commitment Termination Date and the date of termination of the Revolving
Credit Commitments.
  “Revolving
Credit Commitment” means, with respect to each Lender, the commitment, if
any, of such Lender to make Revolving Credit Loans hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender’s Revolving
Credit Exposure hereunder, as such commitment may be (a) reduced from time to
time pursuant to Section 2.06 or 2.08(b) and (b) reduced or increased from time
to time pursuant to assignments by or to such Lender pursuant to Section
9.04.  The initial amount of each Lender’s Revolving Credit Commitment
is set forth on Schedule I, or in the Assignment and Assumption pursuant to
which such Lender shall have assumed its Revolving Credit Commitment, as
applicable.  The initial aggregate amount of the Lenders’ Revolving
Credit Commitments is $175,000,000.
  “Revolving
Credit Commitment Termination Date” means the Quarterly Date falling on
or nearest to September 30, 2012.
  “Revolving
Credit Exposure” means, with respect to any Lender at any time, the
aggregate outstanding principal amount of such Lender’s Revolving Credit Loans
at such time.
  “Revolving
Credit Lender” means a Lender with a Revolving Credit Commitment or, if
the Revolving Credit Commitments have terminated or expired, a Lender with
Revolving Credit Exposure.
  “Security
and Guarantee Agreement” means a Security and Guarantee Agreement
substantially in the form of Exhibit B between the Borrower, each Guarantor and
the Administrative Agent.
  “Security
Documents” means, collectively, the Security and Guarantee Agreement, the
Mortgages, thePledge Agreement, the MPG Holdings Pledge Agreement and any other
collateral agreement, intercreditor agreement, license or sub-license agreement
or account control agreement delivered in connection with the Loan Documents,
and all Uniform Commercial Code financing statements required by such documents
to be filed with respect to the security interests in personal property and
fixtures created pursuant to such documents.
  “Senior
Cash Flow Ratio” means, as at any date of determination thereof, the
ratio of (i) Total Senior Indebtedness as at such date to (ii) Cash Flow for the
period of four fiscal quarters ending on or most recently ended prior to such
date.
  “Series”
has the meaning assigned to such term in Section 2.01(c).
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  “Shivers”
means Shivers Trading & Operating Company, a Georgia
corporation.
  “Special
Deferred Compensation” means deferred compensation paid to senior
officers and other executive employees of MCC,
the Borrower and any Subsidiary
of MCCof
their respective Subsidiaries to the extent (a) paid by MCC or
the Borrowerin cash and concurrently reimbursed in cash by Shivers,
Pesto, MPG Holdings or another Affiliate of MCC or
the Borrower(not including MCC,
the Borrower or any Restricted
Subsidiary of MCCof
their respective Subsidiaries), (b) paid by MCC through the delivery of
shares of Class A Common Stock of Mediacom or (c) paid in cash (or through the
delivery of shares of Class A Common Stock of Mediacom) by Shivers or MPG
Holdings oranother Affiliate of MCC or
the Borrower(not including MCC,
the Borrower or any Restricted
Subsidiary of MCCof
their respective Subsidiaries), but treated as an expense of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries that is offset by a deemed capital contribution
to MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries by such Affiliate.
  “Statutory
Reserve Rate” means, for the Interest Period for any Eurodollar
Borrowing, a fraction (expressed as a decimal), the numerator of which is the
number one and the denominator of which is the number one minus
the arithmetic mean, taken over each day in such Interest Period, of the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject for eurocurrency funding
(currently referred to as “Eurocurrency liabilities” in Regulation D of the
Board).  Such reserve percentages shall include those imposed pursuant
to such Regulation D.  Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.
  “Subordinated
Indebtedness” means, collectively, (a) Indebtedness of the Loan Parties
in respect of the 2003 Senior Subordinated Notes and (b) other Indebtedness that
is subordinated to the obligations of the Obligors under this Agreement and the
other Loan Documents.
  “Subsidiary”
means, for any Person, any corporation, limited liability company, partnership
or other entity of which at least a majority of the securities or other
ownership interests having by the terms thereof ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
of such corporation, limited liability company, partnership or other entity
(irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, limited liability
company, partnership or other entity shall have or might have voting power by
reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by such Person or one or more Subsidiaries of
such Person or by such Person and one or more Subsidiaries of such
Person.  “Wholly
Owned Subsidiary” means any such corporation, limited liability company,
partnership or other entity of which all of the equity securities or other
ownership interests (other than, in the case of a corporation, directors’
qualifying shares) are so owned or controlled.
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  “Subsidiary
Guarantors” means, collectively, (i) each of the Subsidiaries of MCCand the Borrower contemplated to be signatories, as “Subsidiary
Guarantors” to the Security and Guarantee Agreement (as provided in the form
thereof attached as Exhibit B hereto), and (ii) each other Subsidiary of MCC
or
the Borrowerthat becomes a party to the Security and Guarantee Agreement
as contemplated by Section 5.09.
  “Swingline
Indebtedness” means Indebtedness permitted under Section 6.03(k) which
has been identified in a written notice from MCC or the Borrower to the
Administrative Agent as “Swingline Indebtedness” for purposes of this Agreement
and each other Loan Document.
  “Tax
Consolidation Agreements” means, collectively, the respective tax
consolidation agreements dated as of August 7, 2003 between (a) MCC, Holdings
and Shivers and (b) the Borrower, MCC and Shivers,
as amended to include Questo, Pesto and MPG Holdings as part of the Permitted
Reorganization.
  “Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority.
  “Term”,
when used in reference to any Loan or Borrowing, refers to whether the Class of
such Loan or Borrowing is Tranche A Term or Incremental Term, as opposed to
Revolving Credit.
  “Term
Loan Commitments” means, collectively, the Tranche A Term Loan
Commitments and the Incremental Term Loan Commitments.
  “Term
Loan Lenders” means, collectively, the Tranche A Term Loan Lenders and
the Incremental Term Loan Lenders of any Series.
  “Term
Loan Maturity Date” means:  (a) with respect to the Tranche A
Term Loans, the Quarterly Date falling on or nearest to September 30, 2012 and
(b) with respect to the Incremental Term Loans of any Series, the maturity date
for such Series specified at the time the same is established pursuant to
Section 2.01(c).
  “Total
Indebtedness” means, as at any date, the sum of all Indebtedness at such
date for Holdings (but not any Subsidiaries thereof), MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAPas if the Borrower and its Subsidiaries were Subsidiaries of
MCC).
  “Total
Senior Indebtedness” means, as at any date, the sum of all Indebtedness
at such date of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAPas if the Borrower and its Subsidiaries were Subsidiaries of MCC),
excluding, however, the 2003 Senior Subordinated Notes.
  “Tranche
A Term”, when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans constituting such Borrowing, are made pursuant
to Section 2.01(b).
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  “Tranche
A Term Loan Commitment” means, with respect to each Lender, the
commitment, if any, of such Lender to make one or more Tranche A Term Loans
hereunder on the Effective Date, expressed as an amount representing the maximum
aggregate principal amount of the Tranche A Term Loans to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.06 or 2.08(b) and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04.  The
initial amount of each Lender’s Tranche A Term Loan Commitment is set forth on
Schedule I, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Tranche A Term Loan Commitment, as
applicable.  The initial aggregate amount of the Lenders’ Tranche A
Term Loan Commitments is $175,000,000.
  “Tranche
A Term Loan Lender” means a Lender with a Tranche A Term Loan Commitment
or an outstanding Tranche A Term Loan.
  “Transactions”
means the execution, delivery and performance by MCC and the Borrower of this
Agreement and the other Loan Documents, the borrowing of Loans and the use of
the proceeds thereof.
  “2003
Senior Subordinated Notes” means the 7% senior subordinated notes due
August 1, 2013 issued on August 7, 2003 and on September 24, 2003 in the
aggregate principal amount of $300,000,000 by the Borrower pursuant to an
indenture dated August 7, 2003 between the Borrower, Morris Finance, the
guarantors thereunder and Wachovia Bank, National Association, as
trustee.
  “Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans constituting such Borrowing, is
determined by reference to the Adjusted LIBO Rate or the Alternate Base
Rate.
  “Unrestricted
Subsidiaries”
means, collectively, (a) each entity designated as an “Unrestricted Subsidiary”
in Part C of Schedule IV hereto, (b) any entity from time to time hereafter
designated as an “Unrestricted Subsidiary” in accordance with the requirements
of Section 6.11 and (c) any Subsidiary of an Unrestricted
Subsidiary.
  “Unrestricted
Subsidiary” means any Subsidiary of MCC or the Borrower that is not a Restricted
Subsidiary.  Each Subsidiary of MCC and the Borrower shall be
automatically deemed to be a “Restricted Subsidiary” as of the Amendment No. 4
Effective Date.
  “Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.
  SECTION 1.02.  Classification of Loans and
Borrowings.
  For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g.,
a “Revolving Credit Loan”, “Tranche A Term Loan” or “Incremental Term Loan”) or
by Type (e.g.,
an “ABR Loan”, or a “Eurodollar Loan”) or by Class and Type (e.g.,
a “Eurodollar
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  Revolving
Credit Loan” or an “ABR Revolving Credit Loan”); each Series of Incremental Term
Loans shall be deemed a separate Class of Loans hereunder.  In similar
fashion, (i) Borrowings may be classified and referred to by Class, by Type and
by Class and Type, and (ii) Commitments may be classified and referred to by
Class; each Series of Incremental Term Borrowings and Incremental Term Loan
Commitments shall be deemed a separate Borrowing and Commitment
hereunder.
  SECTION
1.03.  Terms
Generally
  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”.  The word
“will” shall be construed to have the same meaning and effect as the word
“shall”.  Unless the context requires otherwise (a) any definition of
or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights.
  SECTION
1.04.  Accounting
Terms and Determinations
  (a)  Accounting
Terms.  Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Lenders hereunder shall (unless otherwise disclosed to the Lenders in
writing at the time of delivery thereof in the manner described in subsection
(b) below) be prepared, in accordance with generally accepted accounting
principles applied on a basis consistent with those used in the preparation of
the latest financial statements furnished to the Lenders hereunder (which, prior
to the delivery of the first financial statements under Section 5.01, means the
audited financial statements for MCC and its Subsidiaries as at December 31,
2004 referred to in Section 3.02).  All calculations made for the
purposes of determining compliance with this Agreement shall (except as
otherwise expressly provided herein) be made by application of generally
accepted accounting principles applied on a basis consistent with those used in
the preparation of the latest annual or quarterly financial statements furnished
to the Lenders pursuant to Section 5.01 (or, prior to the delivery of the first
financial statements under Section 5.01, used in the preparation of the audited
financial statements for MCC and its Subsidiaries as at December 31, 2004
referred to in Section 3.02) unless
  (i)  MCC
and the Borrower shall have objected to determining such compliance on such
basis at the time of delivery of such financial statements or
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  (ii)  the
Required Lenders shall so object in writing within 30 days after delivery of
such financial statements,
  in either
of which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest financial statements as to which such
objection shall not have been made (which, if objection is made in respect of
the first financial statements delivered under Section 5.01, means said audited
financial statements referred to in Section 3.02).
  (b)  Statements
of Changes.  MCC and the Borrower shall deliver to the Lenders
at the same time as the delivery of any annual or quarterly financial statements
under Section 5.01 (i) a description in reasonable detail of any material
variation between the application of accounting principles employed in the
preparation of such statements and the application of accounting principles
employed in the preparation of the next preceding annual or quarterly financial
statements as to which no objection has been made in accordance with the last
sentence of subsection (a) above and (ii) reasonable estimates of the difference
between such statements arising as a consequence thereof.
  (c)  Changes
in Fiscal Periods.  To enable the ready and consistent
determination of compliance with the covenants set forth in Sections 5 and 6,
neither the Borrower nor MCC will change the last day of its fiscal year from
December 31 of each year, or the last days of the first three fiscal quarters in
each of its fiscal years from March 31, June 30 and September 30 of each
year, respectively, provided
that, notwithstanding the foregoing, the Borrower or MCC may for accounting
convenience adjust such fiscal periods to end on dates different than those
prescribed above, so long as the last day of any such fiscal period does not end
on a date later than the dates prescribed above, or earlier than six days prior
to the dates prescribed above.
  (d)  Tax
Consolidation Agreements.  Pursuant to the Tax Consolidation
Agreements, the Borrower, Holdings, MCCand,
Shivers,
Questo, Pesto and MPG Holdings have agreed that MCC,
the Borrower and itstheir
respective Subsidiaries are not obligated to pay to Holdingsor,
Shivers,
Questo, Pesto or MPG Holdings amounts in respect of Federal and State
income taxes in excess of those provided therein.  Whenever making
determinations under this Agreement of the amount of Federal and State income
taxes payable during any period (or the amount of refunds in respect of such
taxes receivable during any period) by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries, the amount of such taxes payable or receivable
shall be deemed to be equal to the amounts payable or receivable, as the case
may be, in respect of such taxes under the Tax Consolidation Agreements without
reference to whether Shivers,
Questo, Pesto, MPGHoldings,
Shivers and their respective Subsidiaries shall in fact pay any amounts
in respect of Federal and State income taxes (or receive any amounts in respect
of refunds of Federal and State income taxes) during the relevant
period.
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  ARTICLE
II
  THE
CREDITS
  SECTION
2.01.  The
Commitments
  (a)  Revolving
Credit Loans.  Subject to the terms and conditions set forth
herein, each Revolving Credit Lender agrees to make Revolving Credit Loans to
the Borrower from time to time during the Revolving Credit Availability Period
in an aggregate principal amount that will not result in (i) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Revolving Credit Commitment or
(ii) the total Revolving Credit Exposures, together with the aggregate amount of
Swingline Indebtedness, exceeding the total Revolving Credit
Commitments.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Credit Loans.
  (b)  Tranche
A Term Loans.  Subject to the terms and conditions set forth
herein, each Tranche A Term Loan Lender agrees to make one or more Tranche A
Term Loans to the Borrower on the Effective Date in a principal amount not
exceeding its Tranche A Term Loan Commitment.  Amounts prepaid or
repaid in respect of Tranche A Term Loans may not be reborrowed.
  (c)  Incremental
Term Loans.  In addition to Borrowings of Revolving Credit
Loans and Tranche A Term Loans pursuant to paragraphs (a) and (b) above, at any
time and from time to time prior to the Term Loan Maturity Date, the
Borrower may request that one or more Persons (which may include the Lenders)
offer to enter into commitments to make term loans (each such loan being herein
called an “Incremental
Term Loan”) under this paragraph (c), it being understood that if such
offer is to be made by any Person that is not already a Lender hereunder, the
Administrative Agent shall have consented to such Person being a Lender
hereunder to the extent such consent would be required pursuant to Section
9.04(b) in the event of an assignment to such Person.  In the event
that one or more of such Persons offer, in their sole discretion, to enter into
such commitments, and such Persons and the Borrower agree as to the amount of
such commitments that shall be allocated to the respective Persons making such
offers and the fees (if any) to be payable by the Borrower in connection
therewith and the amortization and maturity date to be applicable thereto, the
Borrower, such Persons and the Administrative Agent shall execute and deliver an
appropriate agreement with respect thereto, and such Persons shall become
obligated to make Incremental Term Loans under this Agreement in an amount equal
to the amount of their respective Incremental Loan Commitments as specified in
such agreement.  The Incremental Term Loans to be made pursuant to any
such agreement between the Borrower and one or more Lenders in response to any
such request by the Borrower shall be deemed to be a separate “Series”
of Incremental Term Loans for all purposes of this Agreement.
  Anything
herein to the contrary notwithstanding, (i) the minimum aggregate principal
amount of Incremental Term Loan Commitments entered into pursuant to any such
request (and, accordingly, the minimum aggregate principal amount of any Series
of Incremental Loans) shall be $25,000,000, (ii) the aggregate principal amount
of all Incremental Term Loan Commitments and Incremental Term Loans incurred
after the Effective Date, together with (x) [Intentionally deleted], (y) the
aggregate amount of increases in Revolving Credit Commitments
effected
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  pursuant
to Section 2.06(e) and (z) the aggregate amount of Indebtedness incurred
pursuant to Section 5(b) of the Pledge Agreement, shall not exceed $350,000,000
or such higher amount to which the Required Lenders shall have consented, (iii)
the final maturity for the Incremental Term Loans of any Series shall not be
earlier than the Term Loan Maturity Date for Tranche A Term Loans, (iv) the
weighted average life to maturity (determined in a manner satisfactory to the
Administrative Agent) of the Incremental Term Loans of any Series at the time of
the making thereof shall not be shorter than the then-remaining weighted average
life to maturity (so determined) of the Tranche A Term Loans and (v) except for
the amortization and interest rate to be applicable thereto, and any fees to be
paid in connection therewith, the Incremental Term Loans of any Series shall
have the same terms as the Tranche A Term Loans.
  Anything
in this Agreement to the contrary notwithstanding, unless the Required Lenders
shall otherwise agree, the Borrower shall not have the right to request or
borrow any Incremental Term Loans.
  SECTION 2.02.  Loans
and Borrowings.
  (a)  Obligations
of Lenders.  Each Loan shall be made as part of a Borrowing
consisting of Loans of the same Class (and, in the case of Incremental Term
Loans, of a particular Series) and Type made by the Lenders ratably in
accordance with their respective Commitments of the applicable Class (and, if
applicable, of the applicable Series).  The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided
that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender’s failure to make Loans as
required.
  (b)  Type
of Loans.  Subject to Section 2.11, each Borrowing shall be
constituted entirely of ABR Loans or of Eurodollar Loans as the Borrower may
request in accordance herewith.  Each Lender at its option may make
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.
  (c)  Minimum
Amounts; Limitation on Number of Borrowings.  Each Eurodollar
Borrowing shall be in an aggregate amount of $5,000,000 or a larger multiple of
$1,000,000.  Each ABR Borrowing shall be in an aggregate amount equal
to $2,000,000 or a larger multiple of $500,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments of the applicable Class (or, in the case
of an Incremental Term Loan Commitment of any Series, in an aggregate amount
that is equal to the entire unused balance of the total Commitments of such
Series).  Borrowings of more than one Class and Type may be
outstanding at the same time; provided
that there shall not at any time be more than a total of fifteen Eurodollar
Borrowings outstanding.
  (d)  Limitations
on Interest Periods.  Notwithstanding any other provision of
this Agreement, the Borrower shall not be entitled to request (or to elect to
convert to or continue as a Eurodollar Borrowing):  (i) any Revolving
Credit Borrowing if the Interest Period requested therefor would end after the
Revolving Credit Commitment Termination Date; (ii) any Term Borrowing if
the
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  Interest
Period requested therefor would end after the applicable Term Loan Maturity
Date; (iii) any Tranche A Term Loan Borrowing if the Interest Period requested
therefor would commence before and end after any Principal Payment Date unless,
after giving effect thereto, the aggregate principal amount of the Term Loans of
such Class having Interest Periods that end after such Principal Payment Date
shall be equal to or less than the aggregate principal amount of the Term Loans
of such Class permitted to be outstanding after giving effect to the payments of
principal required to be made on such Principal Payment Date or (iv) any
Incremental Term Borrowing of any Series if the Interest Period requested
therefor would commence before and end after any date for the payment of
principal thereof unless, after giving effect thereto, the aggregate principal
amount of the Incremental Term Loans of such Series having Interest Periods that
end after such date shall be equal to or less than the aggregate principal
amount of the Incremental Term Loans of such Series permitted to be outstanding
after giving effect to the payments of principal required to be made on such
date.
  SECTION 2.03.  Requests
for Borrowings.
  (a)  Notice
by the Borrower.  To request a Borrowing, the Borrower shall
notify the Administrative Agent of such request by telephone (i) in the case of
a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (ii) in the case of
an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business
Day before the date of the proposed Borrowing.  Each
such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Borrowing Request in a form approved by the Administrative Agent and
signed by the Borrower.
  (b)  Content
of Borrowing Requests.  Each telephonic and written Borrowing
Request shall specify the following information in compliance with Section
2.02:
  (i)  whether
the requested Borrowing is to be a Revolving Credit Borrowing, Tranche A Term
Borrowing or Incremental Term Loan Borrowing (including, if applicable, the
respective Series of Incremental Term Loans to which such Borrowing
relates);
  (ii)  the
aggregate amount of the requested Borrowing;
  (iii)  the
date of such Borrowing, which shall be a Business Day;
  (iv)  whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
  (v)  in
the case of a Eurodollar Borrowing, the Interest Period therefor, which shall be
a period contemplated by the definition of the term “Interest Period” and
permitted under Section 2.02(d);
  (vi)  the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.04;
and
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  (vii) a
certification that after giving effect to such Borrowing the total Revolving
Credit Exposures, together with the aggregate amount of Swingline Indebtedness,
does not exceed the total Revolving Commitments.
  (c)  Notice
by the Administrative Agent to the Lenders.  Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender’s Loan to be made as part of the requested
Borrowing.
  (d)  Failure
to Elect.  If no election as to the Type of a Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing.  If
no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the requested Borrowing shall be made instead as an ABR
Borrowing.
  SECTION 2.04.  Funding
of Borrowings.
  (a)  Funding
by Lenders.  Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by 12:00 noon, New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the
Lenders.  The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing
Request.
  (b)  Presumption
by the Administrative Agent.  Unless the Administrative Agent
shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that
such Lender has made such share available on such date in accordance with
paragraph (a) of this Section and may, in reliance upon such assumption, make
available to the Borrower a corresponding amount.  In such event, if a
Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate or (ii) in the case of the Borrower, the interest rate applicable
to ABR Loans.  If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender’s Loan included in such
Borrowing.
  SECTION 2.05.  Interest
Elections.
  (a)  Elections
by the Borrower.  The Loans constituting each Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Borrowing, shall have the Interest Period
specified in such Borrowing Request.  Thereafter, the Borrower may
elect to convert such Borrowing to a Borrowing of a different Type or to
continue such Borrowing as a Borrowing of the same Type and, in the case of a
Eurodollar Borrowing, may
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  elect the
Interest Period therefor, all as provided in this Section.  The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans constituting such Borrowing, and the Loans
constituting each such portion shall be considered a separate
Borrowing.
  (b)  Notice
of Elections.  To make an election pursuant to this Section,
the Borrower shall notify the Administrative Agent of such election by telephone
by the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Borrowing of the Type resulting from such election to
be made on the effective date of such election.  Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or telecopy to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the Borrower.
  (c)  Content
of Interest Election Requests.  Each telephonic and written
Interest Election Request shall specify the following information in compliance
with Section 2.02:
  (i)  the
Borrowing to which such Interest Election Request applies (including, if
applicable, the respective Series of Incremental Term Loans to which such
Interest Election Request relates) and, if different options are being
elected with respect to different portions thereof, the portions thereof to be
allocated to each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) of this paragraph shall be
specified for each resulting Borrowing);
  (ii)  the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;
  (iii)  whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and
  (iv)  if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period therefor
after giving effect to such election, which shall be a period contemplated by
the definition of the term “Interest Period” and permitted under Section
2.02(d).
  (d)  Notice
by the Administrative Agent to the Lenders.  Promptly following
receipt of an Interest Election Request, the Administrative Agent shall advise
each Lender of the details thereof and of such Lender’s portion of each
resulting Borrowing.
  (e)  Failure
to Elect; Events of Default.  If the Borrower fails to deliver
a timely and complete Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period therefor, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing.  Notwithstanding any
contrary provision hereof, if an Event of Default has occurred and is continuing
and the Administrative Agent, at the request of the Required Lenders, so
notifies the Borrower, then, so long as an Event of Default is continuing (i) no
outstanding Borrowing may be converted to or
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  continued
as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing
shall be converted to an ABR Borrowing at the end of the Interest Period
therefor.
  SECTION 2.06.  Changes
of Commitments.
  (a)  Scheduled
Termination and Reduction of Commitments.  Unless previously
terminated, (i) the Tranche A Term Loan Commitments shall terminate at 5:00
p.m., New York City time, on the Effective Date, (ii) the Revolving Credit
Commitments shall terminate on the Revolving Credit Commitment Termination Date
and (iii) the Incremental Term Loan Commitments of each Series shall terminate
on the close of business on the date specified therefor pursuant to Section
2.01(c) at the time such Series is established.  In addition, the
Revolving Credit Commitments shall be automatically ratably reduced to
$100,000,000 effective on the Amendment No. 3 Effective Dateand shall be further automatically ratably reduced to $70,000,000 effective on
the Amendment No. 4 Effective Date.  Concurrently with any such
reduction in the Revolving Credit Commitments, the Borrower shall prepay
Revolving Credit Loans in accordance with Section 2.08 to the extent necessary
so that, after giving effect to such reduction, the total Revolving Credit
Exposures do not exceed the total Revolving Credit Commitments.
  (b)  Voluntary
Termination or Reduction of Commitments.  The Borrower may at
any time terminate, or from time to time reduce, the Commitments of any Class
(including the Commitments of any Series of Incremental Term Loans); provided
that (i) each reduction of the Commitments of any Class pursuant to this Section
shall be in an amount that is $5,000,000 or a larger multiple of $1,000,000 and
(ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments
if, after giving effect to any concurrent prepayment of the Revolving Credit
Loans in accordance with Section 2.08, the total Revolving Credit Exposures
would exceed the total Revolving Credit Commitments.
  (c)  Notice
of Voluntary Termination or Reduction of Commitments.  The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments of any Class under paragraph (b) of this Section at least
three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date
thereof.  Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each notice
delivered by the Borrower pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Revolving Credit Commitments delivered by
the Borrower may state that such notice is conditioned upon the effectiveness of
other credit facilities, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied.
  (d)  Effect
of Termination or Reduction of Commitments.  Any termination or
reduction of the Commitments of any Class shall be permanent.  Each
reduction of the Commitments of any Class shall be made ratably among the
Lenders in accordance with their respective Commitments of such
Class.
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  (e)  Commitment
Increases.  The Borrower shall have the right, so long as no
Default shall have occurred and be continuing, at any time prior to the
Revolving Credit Commitment Termination Date, to increase the total aggregate
amount of the Revolving Credit Commitments hereunder by (x) adding a lender or
lenders hereto with a Revolving Credit Commitment or Revolving Credit
Commitments of up to the amount (or aggregate amount) of such increase (which
lender or lenders shall thereupon become “Lenders” hereunder) and/or (y)
enabling any Lender or Lenders to increase its (or their) Revolving Credit
Commitment (or Revolving Credit Commitments) up to the amount of any such
increase; provided
that: (i) in no event shall any Lender’s Revolving Credit Commitment be
increased without the consent of such Lender, (ii) if any Revolving Credit Loans
are outstanding hereunder on the date that any such increase is to be effective,
such Revolving Credit Loans shall on or prior to the effectiveness of such
increase be prepaid from the proceeds of additional Revolving Credit Loans made
hereunder (reflecting such increase in Revolving Credit Commitments), which
prepayment shall be accompanied by accrued interest on the Revolving Credit
Loans being prepaid and any costs incurred by any Lender in accordance with
Section 2.13, (iii) any such increase shall be in a multiple of $20,000,000,
(iv) in no event shall the sum of the aggregate amount of Incremental Term Loans
incurred after the Effective Date, the aggregate amount of increases in
Revolving Credit Commitments pursuant to this Section, together with the
aggregate amount of Indebtedness incurred pursuant to Section 5(b) of the Pledge
Agreement, exceed $350,000,000 or such higher amount to which the Required
Lenders shall have consented, (v) no increase in Revolving Credit
Commitments contemplated by this Section shall result in any one Lender having a
Revolving Credit Commitment in an amount which equals more than 20% of the
aggregate amount of the Revolving Credit Commitments hereunder, and (vi) no
increase in Revolving Credit Commitments shall occur within twelve months of a
reduction in the Revolving Credit Commitments pursuant to Section
2.06(b).
  Anything
in this Agreement to the contrary notwithstanding, unless the Required Lenders
shall otherwise agree, the Borrower shall not have the right to request or
increase the total aggregate amount of the Revolving Credit Commitments
hereunder.
  SECTION 2.07.  Repayment
of Loans; Evidence of Debt.
  (a)  Repayment.  The
Borrower hereby unconditionally promises to pay the Loans as
follows:
  (i)  to
the Administrative Agent for account of the Revolving Credit Lenders the
outstanding principal amount of the Revolving Credit Loans on the Revolving
Credit Commitment Termination Date,
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  (ii)  to
the Administrative Agent for account of the Tranche A Term Loan Lenders the
outstanding principal amount of the Tranche A Term Loans on each Principal
Payment Date set forth below in the aggregate principal amount set forth
opposite such Principal Payment Date (subject to adjustment pursuant to
paragraph (b) of this Section):
  Principal
      Payment Date
                    
                    Amount
      ($)December
      31, 2007
                    
                    
                    2,187,500March
      31, 2008
                    
                    
                    2,187,500June
      30, 2008
                    
                    
                    2,187,500September
      30, 2008
                    
                    
                    2,187,500December
      31, 2008
                    
                    
                    4,375,000March
      31, 2009
                    
                    
                    4,375,000June
      30, 2009
                    
                    
                    4,375,000September
      30, 2009
                    
                    
                    4,375,000December
      31, 2009
                    
                    
                    6,562,500March
      31, 2010
                    
                    
                    6,562,500June
      30, 2010
                    
                    
                    6,562,500September
      30, 2010
                    
                    
                    6,562,500December
      31, 2010
                    
                    
                    8,750,000March
      31, 2011
                    
                    
                    8,750,000June
      30, 2011
                    
                    
                    8,750,000September
      30, 2011
                    
                    
                    8,750,000December
      31, 2011
                    
                    
                    21,875,000March
      31, 2012
                    
                    
                    21,875,000June
      30, 2012
                    
                    
                    21,875,000September
      30, 2012
                    
                    
                    21,875,000
  (iii)  to
the Administrative Agent for the account of the Incremental Term Loan Lenders of
any Series the outstanding principal amount of the Incremental Term Loans of
such Series in such installments on such dates and in such amounts as shall be
agreed upon between the Borrower and such Incremental Term Loan Lenders at the
time the Incremental Term Loan Commitments of such Series are established
pursuant to Section 2.01(c).
  (b)  Adjustment
of Amortization Schedule.  If the initial aggregate amount of
the Tranche A Term Loan Commitments exceeds the aggregate principal amount of
Tranche A Term Loans that are made on the Effective Date, then the scheduled
repayments of Borrowings of such Class to be made pursuant to this Section shall
be reduced ratably by an aggregate amount equal to such excess.  To
the extent not previously paid, all Tranche A Term Loans shall be due and
payable on the Term Loan Maturity Date for Tranche A Term Loans.
  (c)  Manner
of Payment.  Prior to any repayment or prepayment of any
Borrowings of any Class hereunder, the Borrower shall select the Borrowing or
Borrowings of the applicable Class to be
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  paid and
shall notify the Administrative Agent by telephone (confirmed by telecopy) of
such selection not later than 11:00 a.m., New York City time, three Business
Days before the scheduled date of such repayment; provided
that each repayment of Borrowings of any Class shall be applied to repay any
outstanding ABR Borrowings of such Class before any other Borrowings of such
Class.  If the Borrower fails to make a timely selection of the
Borrowing or Borrowings to be repaid or prepaid, such payment shall be applied,
first, to pay any outstanding ABR Borrowings of the applicable Class and,
second, to other Borrowings of such Class in the order of the remaining duration
of their respective Interest Periods (the Borrowing with the shortest remaining
Interest Period to be repaid first).  Each payment of a Borrowing
shall be applied ratably to the Loans included in such Borrowing.
  (d)  Maintenance
of Records by Lenders.  Each Lender shall maintain in
accordance with its usual practice records evidencing the indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender, including
the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.
  (e)  Maintenance
of Records by the Administrative Agent.  The Administrative
Agent shall maintain records in which it shall record (i) the amount of each
Loan made hereunder, the Class and Type thereof (and, in the case of Incremental
Term Loans, the respective Series thereof) and each Interest Period therefor,
(ii) the amount of any principal or interest due and payable or to become due
and payable from the Borrower to each Lender hereunder and (iii) the amount of
any sum received by the Administrative Agent hereunder for account of the
Lenders and each Lender’s share thereof.
  (f)  Effect
of Entries.  The entries made in the records maintained
pursuant to paragraph (d) or (e) of this Section shall be prima facie
evidence of the existence and amounts of the obligations recorded therein; provided
that the failure of any Lender or the Administrative Agent to maintain such
records or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this
Agreement.
  (g)  Promissory
Notes.  Any Lender may request that Loans of any Class made by
it be evidenced by a promissory note.  In such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative
Agent.  Thereafter, the Loans evidenced by such promissory note and
interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in such form
payable to the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).
  SECTION 2.08.  Prepayment
of Loans.
  (a)  Optional
Prepayments.  The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to the
requirements of this Section.  Any prepayment of the Term Loans shall
be applied to the respective Term Loans of each Class ratably in accordance with
the respective outstanding principal amounts thereof and to the installments
thereof ratably in accordance with the respective principal amounts
thereof.
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  (b)  Mandatory
Prepayments.  The Borrower will prepay the Loans, and/or the
Commitments shall be subject to automatic reduction, as follows:
  (i)  Dispositions.  No
later than five Business Days after the occurrence of any Disposition, the
Borrower will deliver to the Lenders a statement, certified by a senior officer
of the Borrower, in form and detail satisfactory to the Administrative Agent, of
the amount of the Net Proceeds of such Disposition and, to the extent the Net
Proceeds from such Disposition (when taken together with the aggregate amount of
Net Proceeds from all other such Dispositions for which a prepayment has not yet
been made under this Section 2.08(b)(i)) shall exceed $5,000,000, the Borrower
shall prepay the Loans, and the Commitments shall be subject to automatic
reduction, as follows:
  (A)  concurrently
with the delivery of such statement, in an aggregate amount equal to 100% of the
Net Proceeds of such Dispositions so received by MCC,
the Borrower and itstheir
respective Subsidiaries; and
  (B)  thereafter,
quarterly, on the date of the delivery by the Borrower to the Lenders pursuant
to Section 5.01 of financial statements for each quarterly fiscal period, to the
extent MCC,
the Borrower or any of itstheir
respective Subsidiaries shall receive Net Proceeds during such quarterly
fiscal period under deferred payment arrangements or Investments entered into or
received in connection with any Disposition, an amount equal to (x) 100% of the
aggregate amount of such Net Proceeds minus
(y) any transaction expenses associated with such Disposition and not previously
deducted in the determination of Net Proceeds plus
(or minus,
as the case may be) (z) any other adjustment received (or paid) by MCC,
the Borrower or such Subsidiary pursuant to the respective agreements, if
any, giving rise to such Disposition and not previously taken into account in
the determination of the Net Proceeds of such Disposition, provided
that, if prior to the date upon which the Borrower would otherwise be required
to make a prepayment under this clause (B) with respect to any quarterly fiscal
period the aggregate amount of such Net Proceeds received shall aggregate an
amount that will require a prepayment of $5,000,000 or more under this clause
(B) with respect to such quarterly fiscal period, then the Borrower shall
immediately make a prepayment under this clause (B) in an amount equal to such
required prepayment.
  Prepayments
of Loans and reductions of Commitments shall be effected in each case in the
manner and to the extent specified in clause (v) of this Section
2.08(b).  Nothing in this Section 2.08(b)(i) shall be deemed to limit
the obligation of the Borrower to obtain the consent of the Required Lenders
pursuant to Section 9.02(b) for any Disposition described above not otherwise
permitted under this Agreement.
  (ii)  Equity
Issuance.  Upon any Equity Issuance (other than an Equity
Issuance by a RestrictedSubsidiary of MCC to MCC or another
Restrictedany
Subsidiary thereof or an Equity Issuance by a Subsidiary of MCCthe
Borrower to the Borrower or any Subsidiary thereof), the Borrower will
deliver to the Lenders a statement, certified by a senior officer of the
Borrower, in form and detail satisfactory to the Administrative Agent, of the
amount of the Net Proceeds thereof and the Borrower shall prepay the Loans, and
the Commitments shall be subject to automatic reduction, in an aggregate amount
equal to 100% of the Net Proceeds of such
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  Equity
Issuance, such prepayment and reduction to be effected in each case in the
manner and to the extent specified in clause (v) of this Section
2.08(b).  Notwithstanding the foregoing, the Borrower shall not be
required to make a prepayment pursuant to this Section 2.08(b) until such time
as the aggregate Net Proceeds received by it with respect to all such Equity
Issuances made by it after the date hereof shall exceed $5,000,000.
  (iii)  Change
of Control.  Upon the occurrence of any “change of control” as
defined under the 2003 Senior Subordinated Notes, the Borrower shall prepay the
outstanding principal amount of all Loans, and all of the Commitments shall
terminate.
  (iv)  Maximum
Cash Balances.  If MCC,
the Borrower and itstheir
respective Subsidiaries shall maintain Cash and Cash Equivalents in
excess of $15,000,000 in the aggregate as of the close of business (New York
time) on any Business Day, MCCthe
Borrower shall, not later 12:00 noon (New York time) on the next
succeeding Business Day, prepay the outstanding Revolving Credit Loans in an
aggregate amount not less than the amount of such excess.
  (v)  Application.  Prepayments
and/or reductions of Commitments pursuant to this paragraph (other than
prepayments pursuant to clause (iv) of this paragraph) shall be applied as
follows:
  first,
to the prepayment of the outstanding Term Loans, ratably in accordance with the
respective principal amounts thereof, and to the installments thereof ratably in
accordance with the respective principal amounts thereof,
and
  second,
following the prepayment in full of all outstanding amounts of Term Loans to the
prepayment of the Revolving Credit Loans (and to the simultaneous reduction of
the Revolving Credit Commitments or, to the extent the Revolving Credit Loans
shall have been paid in full, the Revolving Credit Commitments shall be
automatically reduced by an amount equal to the amount of such required
prepayment).
  (c)  Notices,
Etc.  Except for prepayments pursuant to clause (iv) of Section
2.08(b), the Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment.  Each such notice
shall be irrevocable and shall specify the prepayment date, the principal amount
of each Borrowing or portion thereof to be prepaid and, in the case of a
mandatory prepayment, a reasonably detailed calculation of the amount of such
prepayment; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Revolving Credit Commitments as contemplated by Section
2.06, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.06.  Promptly
following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the relevant Lenders of the contents thereof.  Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of a Borrowing of the same Type as provided in Section
2.02, except as necessary to apply fully the required amount of a mandatory
prepayment.
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  (d)  Each
      prepayment of a Borrowing shall be applied ratably to the Loans included
      in the prepaid Borrowing.
  (e)  Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.10
and shall be made in the manner specified in Section 2.07(c).
  SECTION 2.09.  Fees.
  (a)  Commitment
Fee.  The Borrower agrees to pay to the Administrative Agent
for account of each Lender a commitment fee, which shall accrue at the
Applicable Rate on the average daily unused amount of the Revolving Credit
Commitment of such Lender during the period from and including the date hereof
to but excluding the earlier of the date such Revolving Credit Commitment
terminates and the Revolving Credit Commitment Termination
Date.  Accrued commitment fees shall be payable on each Quarterly Date
and on the earlier of the date the Revolving Credit Commitments terminate and
the Revolving Credit Commitment Termination Date, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).
  (b)  Administrative
Agent Fees.  The Borrower agrees to pay to the Administrative
Agent, for its own account, fees payable in the amounts and at the times
separately agreed upon between the Borrower and the Administrative
Agent.
  (c)  Payment
of Fees.  All fees payable hereunder shall be paid on the dates
due, in immediately available funds, to the Administrative Agent for
distribution, in the case of facility fees, to the Lenders entitled
thereto.  Fees paid shall not be refundable under any
circumstances.
  SECTION 2.10.  Interest.
  (a)  ABR
Loans.  The Loans constituting each ABR Borrowing shall bear
interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Rate.
  (b)  Eurodollar
Loans.  The Loans constituting each Eurodollar Borrowing shall
bear interest at a rate per annum equal to the Adjusted LIBO Rate for the
Interest Period for such Borrowing plus
the Applicable Rate.
  (c)  Default
Interest.  Notwithstanding the foregoing, if any principal of
or interest on any Loan or any fee or other amount payable by the Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration,
by mandatory prepayment or otherwise, such overdue amount shall bear interest,
after as well as before judgment, at a rate per annum equal to (i) in the case
of overdue principal of any Loan, 2% plus
the rate otherwise applicable to such Loan as provided above or (ii) in the case
of any other amount, 2% plus
the rate applicable to ABR Loans as provided in paragraph (a) of this
Section.
  (d)  Payment
of Interest.  Accrued interest on each Loan shall be payable in
arrears on each Interest Payment Date for such Loan and, in the case of
Revolving Credit Loans, upon
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  termination
of the Revolving Credit Commitments; provided
that (i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of a Revolving Credit Loan that is an ABR Loan prior to
the Revolving Credit Commitment Termination Date), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Borrowing prior to the end of the Interest Period therefor, accrued
interest on such Borrowing shall be payable on the effective date of such
conversion.
  (e)  Computation.  All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.
  SECTION
2.11.  Alternate
Rate of Interest
  If prior
to the commencement of the Interest Period for any Eurodollar
Borrowing:
  (a)  the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period; or
  (b)  if
such Borrowing is of a particular Class of Loans (including of a particular
Series of Incremental Term Loans), the Administrative Agent is advised by the
Required Lenders of such Class that the Adjusted LIBO Rate for such Interest
Period will not adequately and fairly reflect the cost to such Lenders of making
or maintaining their respective Loans included in such Borrowing for such
Interest Period;
  then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or the
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and such Borrowing (unless prepaid) shall be continued as, or converted to, an
ABR Borrowing and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as an ABR Borrowing.
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  SECTION 2.12.  Increased
Costs.
  (a)  Increased
Costs Generally.  If any Change in Law shall:
  (i)  impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for account of, or credit extended by, any
Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate); or
  (ii)  impose
on any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;
  and the
result of any of the foregoing shall be to increase the cost to such Lenders of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to reduce the amount of any sum received or receivable by
such Lender hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.
  (b)  Capital
Requirements.  If any Lender determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender’s capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement or the Loans made by
such Lender to a level below that which such Lender or such Lender’s holding
company could have achieved but for such Change in Law (taking into
consideration such Lender’s policies and the policies of such Lender’s holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction
suffered.
  (c)  Certificates
from  Lenders.  A certificate of a Lender setting
forth the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt
thereof.
  (d)  Delay
in Requests.  Failure or delay on the part of any Lender to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender’s right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender pursuant to this
Section for any increased costs or reductions incurred more than six months
prior to the date that such Lender notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender’s intention
to claim compensation therefor; provided further
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the six-month period referred to above shall be extended to
include the period of retroactive effect thereof.
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  SECTION 2.13.  Break Funding Payments
  In the
event of (a) the payment of any principal of any Eurodollar Loan other than on
the last day of an Interest Period therefor (including as a result of an Event
of Default), (b) the conversion of any Eurodollar Loan other than on the last
day of an Interest Period therefor, (c) the failure to borrow, convert, continue
or prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice is permitted to be revocable under Section
2.08(c) and is revoked in accordance herewith), or (d) the assignment as a
result of a request by the Borrower pursuant to Section 2.16(b) of any
Eurodollar Loan other than on the last day of an Interest Period therefor, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event.  In the case of a Eurodollar
Loan, the loss to any Lender attributable to any such event shall be deemed to
include an amount determined by such Lender to be equal to the excess, if any,
of (i) the amount of interest that such Lender would pay for a deposit equal to
the principal amount of such Loan for the period from the date of such payment,
conversion, failure or assignment to the last day of the then current Interest
Period for such Loan (or, in the case of a failure to borrow, convert or
continue, the duration of the Interest Period that would have resulted from such
borrowing, conversion or continuation) if the interest rate payable on such
deposit were equal to the Adjusted LIBO Rate for such Interest Period, over
(ii) the amount of interest that such Lender would earn on such principal amount
for such period if such Lender were to invest such principal amount for such
period at the interest rate that would be bid by such Lender (or an affiliate of
such Lender) for Dollar deposits from other banks in the eurodollar market at
the commencement of such period.  A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive
absent manifest error.  The Borrower shall pay such Lender the
amount shown as due on any such certificate within 10 days after receipt
thereof.
  SECTION 2.14.  Taxes.
  (a)  Payments
Free of Taxes.  Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided
that if the Borrower shall be required to deduct any Indemnified Taxes or Other
Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent or Lender (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable
law.
  (b)  Payment
of Other Taxes by the Borrower.  In addition, the Borrower
shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.
  (c)  Indemnification
by the Borrower.  The Borrower shall indemnify the
Administrative Agent and each Lender, within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or
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  asserted
on or attributable to amounts payable under this Section) paid by the
Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error.
  (d)  Evidence
of Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.
  (e)  Foreign
Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law or reasonably requested by the Borrower, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate.
  SECTION 2.15.  Payments Generally; Pro Rata Treatment;
Sharing of Set-offs.
  (a)  Payments
by the Borrower.  The Borrower shall make each payment required
to be made by it hereunder (whether of principal, interest or fees, or under
Section 2.12, 2.13 or 2.14, or otherwise) or under any other Loan Document
(except to the extent otherwise provided therein) prior to 12:00 noon, New York
City time, on the date when due, in immediately available funds, without set-off
or counterclaim.  Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon.  All such payments shall be made to the
Administrative Agent at its offices at 270 Park Avenue, New York, New York,
except as otherwise expressly provided in the relevant Loan Document and except
payments pursuant to Sections 2.12, 2.13, 2.14 and 9.03, which shall be made
directly to the Persons entitled thereto.  The Administrative Agent
shall distribute any such payments received by it for account of any other
Person to the appropriate recipient promptly following receipt
thereof.  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension.  All payments
hereunder or under any other Loan Document (except to the extent otherwise
provided therein) shall be made in Dollars.
  (b)  Application
of Insufficient Payments.  If at any time insufficient funds
are received by and available to the Administrative Agent to pay fully all
amounts of principal, interest and fees then due hereunder, such funds shall be
applied (i) first, to pay interest and fees then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of interest and
fees
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  then due
to such parties, and (ii) second, to pay principal then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal
then due to such parties.
  (c)  Pro
Rata Treatment.  Except to the extent otherwise provided
herein:  (i) each Borrowing of a particular Class (including of a
particular Series of Incremental Term Loans) shall be made from the relevant
Lenders, each payment of commitment fee under Section 2.09 shall be made for
account of the relevant Lenders, and each termination or reduction of the amount
of the Commitments of a particular Class (including of a particular Series of
Incremental Term Loans) under Section 2.06 shall be applied to the respective
Commitments of such Class of the relevant Lenders, pro rata according to the
amounts of their respective Commitments of such Class; (ii) each Borrowing of
any Class (including of a particular Series of Incremental Term Loans) shall be
allocated pro rata among the relevant Lenders according to the amounts of their
respective Commitments of such Class (in the case of the making of Loans) or
their respective Loans of such Class that are to be included in such Borrowing
(in the case of conversions and continuations of Loans); (iii) each payment or
prepayment by the Borrower of principal of Loans of a particular Class
(including of a particular Series of Incremental Term Loans) shall be made for
account of the relevant Lenders pro rata in accordance with the respective
unpaid principal amounts of the Loans of such Class held by them; and (iv) each
payment of interest by the Borrower of interest on Loans of a particular Class
(including of a particular Series of Incremental Term Loans) shall be made for
account of the relevant Lenders pro rata in accordance with the amounts of
interest on such Loans then due and payable to the respective
Lenders.
  (d)  Sharing
of Payments by Lenders.  If any Lender shall, by exercising any
right of set-off or counterclaim or otherwise, obtain payment in respect of any
principal of or interest on any of its Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Loans and accrued
interest thereon then due than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans; provided
that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed to
apply to any payment made by the Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans to any assignee or participant, other than to MCC or the
Borrower orany Subsidiary or Affiliate thereof (as to which the
provisions of this paragraph shall apply).  The Borrower consents to
the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such
participation.
  (e)  Presumptions
of Payment.  Unless the Administrative Agent shall have
received notice from the Borrower prior to the date on which any payment is due
to the Administrative Agent for account of the
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  Lenders
hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the Federal Funds Effective Rate.
  (f)  Certain
Deductions by the Administrative Agent.  If any Lender shall
fail to make any payment required to be made by it pursuant to Section 2.04(b)
or 2.15(e), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for account of such Lender to satisfy such
Lender’s obligations under such Sections until all such unsatisfied obligations
are fully paid.
  SECTION 2.16.  Mitigation
Obligations; Replacement of Lenders.
  (a)  Designation
of a Different Lending Office.  If any Lender requests
compensation under Section 2.12, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for account
of any Lender pursuant to Section 2.14, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.12 or 2.14, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender.  The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.
  (b)  Replacement
of Lenders.  If any Lender requests compensation under Section
2.12, or if the Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for account of any Lender pursuant to Section
2.14, or if any Lender defaults in its obligation to fund Loans hereunder, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided
that (i) the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.12 or payments required
to be made pursuant to Section 2.14, such assignment will result in a reduction
in such compensation or payments.  A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender
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  or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.
   ARTICLE
III
  REPRESENTATIONS
AND WARRANTIES
  MCC (as
to itself and each of its Subsidiaries), and, to the extent applicable to the
Borrower and its Subsidiaries, the Borrower (as to itself and each of its
Subsidiaries), represents and warrants to the Lenders that:
  SECTION
3.01.  Corporate
Existence
  Each of
MCC,
the Borrower and itstheir
respective Subsidiaries:  (a) is a limited liability company,
corporation, partnership or other entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization; (b) has
all requisite corporate or other power, and has all material governmental
licenses, authorizations, consents and approvals, necessary to own its assets
and carry on its business as now being or as proposed to be conducted; and
(c) is qualified to do business and is in good standing in all jurisdictions in
which the nature of the business conducted by it makes such qualification
necessary and where failure so to qualify could have a Material Adverse
Effect.
  SECTION
3.02.  Financial
Condition
  MCC has
heretofore furnished to each of the Lenders the following:
  (a)  the
audited consolidated balance sheet of MCC and its Subsidiaries as at December
31, 2004 and the related audited consolidated statements of income, retained
earnings and cash flows of MCC and its Subsidiaries for the fiscal year ended on
said date, with the opinion thereon of Deloitte & Touche LLP;
  (b)  the
unaudited consolidated balance sheet of MCC and its Subsidiaries as at September
30, 2005 and the related unaudited consolidated statements of income, retained
earnings and cash flows of MCC and its Subsidiaries for the three-month period
ended on such date;
  (c)  the
audited consolidated balance sheet of the Newspaper Entities as at December 31,
2004 and the related audited consolidated statements of income, retained
earnings and cash flows of the Newspaper Entities for the fiscal year ended on
said date, with the opinion thereon of Deloitte & Touche LLP;
and
  (d)  the
unaudited consolidated balance sheet of the Newspaper Entities as at September
30, 2005 and the related unaudited consolidated statements of income, retained
earnings and cash flows of the Newspaper Entities for the three-month period
ended on such date.
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  All such
financial statements are complete and correct and fairly present the
consolidated financial condition of MCC and its Restricted Subsidiaries (and of
the Newspaper Entities) as at said dates and the respective consolidated results
of their operations for the fiscal year and three-month period ended on said
dates (subject, in the case of such financial statements as at September 30,
2005, to normal audit adjustments) all in accordance with generally accepted
accounting principles and practices applied on a consistent
basis.  None of MCC or any of its Restricted Subsidiaries has on the
date hereof any material contingent liabilities, liabilities for taxes, unusual
forward or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments.  Since December 31, 2004, there has been no
material adverse change in the consolidated financial condition, operations,
business or prospects taken as a whole of MCC and its Restricted Subsidiaries
(or of the Newspaper Entities) from that set forth in said financial statements
as at said date.
  SECTION
3.03.  Litigation
  Except as
disclosed to the Lenders in Schedule V hereto, there are no legal or arbitral
proceedings, or any proceedings by or before any governmental or regulatory
authority or agency, now pending or (to the knowledge of the Borrower)
threatened against MCC,
the Borrower or any of itstheir
respective Subsidiaries which, if adversely determined, could have a
Material Adverse Effect.
  SECTION
3.04.  No
Breach
  None of
the execution and delivery of this Agreement and the other Basic Documents, the
consummation of the transactions herein and therein contemplated or compliance
with the terms and provisions hereof and thereof will conflict with or result in
a breach of, or require any consent (except for consents of members under
operating agreements, each of which shall have been obtained on or before the
Effective Date) under the charter or by-laws of MCC,
the Borrower or any of itstheir
respective Subsidiaries or any applicable law or regulation, or any
order, writ, injunction or decree of any court or governmental authority or
agency, or any agreement or instrument to which MCC,
the Borrower or any of itstheir
respective Subsidiaries is a party or by which any of them or any of
their Property is bound or to which any of them is subject, or constitute a
default under any such agreement or instrument, or (except for the Liens created
pursuant to the Security Documents) result in the creation or imposition of any
Lien upon any Property of MCC,
the Borrower or any of itstheir
respective Subsidiaries pursuant to the terms of any such agreement or
instrument.
  SECTION
3.05.  Action
  The
Borrower has all necessary limited liability company and other power, authority
and legal right to execute, deliver and perform its obligations under this
Agreement, the Security and Guarantee Agreement and each of the other Basic
Documents to which it is a party and each Guarantor has all necessary corporate
or limited liability company and other power, authority and legal right to
execute, deliver and perform its obligations under each Loan Document to which
it is a party; the execution, delivery and performance by the Borrower of this
Agreement, the Security and Guarantee Agreement and each of the other Basic
Documents to which it is a
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  party,
and by each Guarantor of each Loan Document to which it is a party, have been
duly authorized by all necessary corporate or limited liability company and
other action on its part (including, without limitation, any required member or
shareholder approvals); and this Agreement has been duly and validly executed
and delivered by the Borrower and constitutes, and the Security and Guarantee
Agreement and each of the other Basic Documents to which it is a party (in the
case of MCC and the Borrower) and each Loan Document to which it is a party (in
the case of each Guarantor) when executed and delivered will constitute, its
legal, valid and binding obligation, enforceable against the Borrower or such
Guarantor, as the case may be, in accordance with its terms, except as such
enforceability may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors’ rights and (b) the application of general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).
  SECTION
3.06.  Approvals
  No
authorizations, approvals or consents of, and no filings or registrations with,
any governmental or regulatory authority or agency, or any securities exchange,
are necessary for the execution, delivery or performance by the Borrower or any
Guarantor of the Basic Documents to which it is a party or for the legality,
validity or enforceability hereof or thereof, except for filings and recordings
in respect of the Liens created pursuant to the Security Documents.
  SECTION
3.07.  Use
of Credit
  NeitherNone
of MCCnor,
the Borrower or any of itstheir
respective Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose,
whether immediate, incidental or ultimate, of buying or carrying Margin Stock,
and no part of the proceeds of any extension of credit hereunder will be used to
buy or carry any Margin Stock.
  SECTION
3.08.  ERISA
  No ERISA
Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to
occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$3,000,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed by more than $3,000,000 the fair market value of
the assets of all such underfunded Plans.
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  SECTION
3.09.  Taxes
  Except
for the Tax Consolidation Agreements, there is no tax sharing, tax allocation or
similar agreement in effect providing for the manner in which tax payments owing
by MCC,
the Borrower and itstheir
respective Subsidiaries (whether in respect of Federal or State income or
other taxes) are allocated among the members of the group.  MCC,
the Borrower and itstheir
respective Subsidiaries have filed (either directly, or indirectly
through Shivers,
Questo or Pesto), all Federal and State income tax returns and all other
material tax returns that are required to be filed by them and have paid (either
directly, or indirectly through Shivers,
Questo or Pesto) all taxes due pursuant to such returns or pursuant to
any assessment received by Shivers,
Questo, Pesto or MPG Holdings or by MCC,
the Borrower or any of itstheir
respective Subsidiaries.  The charges, accruals and reserves on
the books of MCC,
the Borrower or any of itstheir
respective Subsidiaries in respect of taxes and other governmental
charges are, in the opinion of the Borrower, adequate.
  SECTION
3.10.  Investment
Company Act
  NeitherNone
of MCCnor,
the Borrower or any of itstheir
respective Subsidiaries is an “investment company”, or a company
“controlled” by an “investment company”, within the meaning of the Investment
Company Act of 1940, as
amended.
  SECTION 3.11.Public
Utility Holding Company Act.  Neither
MCC nor any of its Subsidiaries is a “holding company”, or an “affiliate” of a
“holding company” or a “subsidiary company” of a “holding company”, within the
meaning of the Public Utility Holding Company Act of 1935,as
amended.
  SECTION 3.12. Material Agreements and Liens
  (a)  Indebtedness.  Part
A of Schedule II hereto is a complete and correct list, as of the date of this
Agreement, of each credit agreement, loan agreement, indenture, purchase
agreement, guarantee, letter of credit or other arrangement providing for or
otherwise relating to any Indebtedness or any extension of credit (or commitment
for any extension of credit) to, or guarantee by, MCC,
the Borrower or any of itstheir
respective Subsidiaries the aggregate principal or face amount of which
equals or exceeds (or may equal or exceed) $100,000, and the aggregate principal
or face amount outstanding or that may become outstanding under each such
arrangement is correctly described in Part A of said Schedule II.
  (b)  Liens.  Part
B of Schedule II hereto is a complete and correct list, as of the date of this
Agreement, of each Lien securing Indebtedness of any Person the aggregate
principal or face amount of which equals or exceeds (or may equal or exceed)
$100,000 and covering any Property of MCC,
the Borrower or any of itstheir
respective Subsidiaries and the aggregate Indebtedness secured (or which
may be secured) by each such Lien and the Property covered by each such Lien is
correctly described in Part B of said Schedule II.
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  SECTION 3.13.  Environmental Matters
  Each of
MCC,
the Borrower and itstheir
respective Subsidiaries has obtained all environmental, health and safety
permits, licenses, registrations and other authorizations required under all
Environmental Laws to carry on its business as now being or as proposed to be
conducted, except to the extent failure to have any such permit, license,
registration or authorization would not have a Material Adverse
Effect.  Each of such permits, licenses, registrations and
authorizations is in full force and effect and each of MCC,
the Borrower and itstheir
respective Subsidiaries is in compliance with the terms and conditions
thereof, and is also in compliance with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in any applicable Environmental Law or in any regulation,
code, plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved thereunder, except to the extent failure to
comply therewith would not have a Material Adverse Effect or is disclosed in
Schedule III hereto.
  In
addition, except as set forth in Schedule III hereto:
  (a)  No
notice, notification, demand, request for information, citation, summons or
order has been issued, no complaint has been filed, no penalty has been assessed
and no investigation or review is pending or, to the best of the Borrower’s
knowledge, threatened by any governmental or other entity with respect to any
alleged failure by MCC,
the Borrower or any of itstheir
respective Subsidiaries to have any environmental, health or safety
permit, license, registration or other authorization required under any
Environmental Law in connection with the conduct of the business of MCC,
the Borrower or any of itstheir
respective Subsidiaries or with respect to any generation, treatment,
storage, recycling, transportation, discharge or disposal, or any Release or
threatened Release, of any Hazardous Materials generated by MCC,
the Borrower or any of itstheir
respective Subsidiaries which information, citations,
summons, order, penalty or alleged failure could, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.
  (b)  As
of the date hereof, neithernone
of MCCnor,
the Borrower or any of itstheir
respective Subsidiaries owns, operates or leases a treatment, storage or
disposal facility requiring a permit under the Resource Conservation and
Recovery Act of 1976, as amended, or under any comparable state or local
statute; and, as of the date hereof:
  (i)  no
polychlorinated biphenyls (PCB’s) are or (within the five year period preceding
the date hereof) have been present at any site or facility now or previously
owned, operated or leased by MCC,
the Borrower or any of itstheir
respective Subsidiaries except for PCB’s that may be present in
transformers that are either (x) not owned by MCC,
the Borrower or any of itstheir
respective Subsidiaries or (y) in compliance with Environmental
Law;
  (ii)  no
friable asbestos or asbestos-containing materials are or (within the five year
period preceding the date hereof) have been present at any site or facility now
or previously owned, operated or leased by MCC,
the Borrower or any of itstheir
respective Subsidiaries except for friable asbestos or
asbestos-containing materials that are subject to operation and maintenance
plans and would not cost in excess of $100,000 at any single facility to fully
abate or remediate;
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  (iii)  there
are no underground storage tanks or surface impoundments for Hazardous
Materials, active or abandoned, at any site or facility now or (within the five
year period preceding the date hereof) previously owned, operated or leased by
MCC ,
the Borroweror any of itstheir
respective Subsidiaries which could reasonably be expected to result in
costs or liabilities to MCC,
the Borrower and itstheir
respective Subsidiaries of $100,000 in the event that such underground
storage tank or surface impoundment were required to be removed or
remediated;
  (iv)  no
Hazardous Materials have been Released at, on or under any site or facility now
or (within the five year period preceding the date hereof, and to the best of
MCC’s and
the Borrower’sknowledge at any time prior to such five year period)
previously owned, operated or leased by MCC,
the Borrower or any of itstheir
respective Subsidiaries in a reportable quantity established by statute,
ordinance, rule, regulation or order that could reasonably be expected to result
in costs or liabilities to MCC,
the Borrower and itstheir
respective Subsidiaries of $100,000 or more.
  (c)  NeitherNone
of MCCnor,
the Borrower or any of itstheir
respective Subsidiaries has transported or arranged for the
transportation of any Hazardous Material to any location that is listed on the
National Priorities List (“NPL”)
under the Comprehensive Environmental Response, Compensation and Liability Act
of 1980, as amended (“CERCLA”),
listed for possible inclusion on the NPL by the Environmental Protection Agency
in the Comprehensive Environmental Response and Liability Information
System, as provided for by 40 C.F.R. § 300.5 (“CERCLIS”),
or on any similar state or local list or that is the subject of Federal, state
or local enforcement actions or other investigations that could reasonably be
expected to lead to Environmental Claims against MCC,
the Borrower or any of itstheir
respective Subsidiaries.
  (d)  Within
the five year period preceding the date hereof, no Hazardous Material generated
by MCC,
the Borrower or any of itstheir
respective Subsidiaries has been recycled, treated, stored, disposed of
or Released by MCC,
the Borrower or any of itstheir
respective Subsidiaries at any location other than those listed in
Schedule III hereto that could reasonably be expected to have a Material Adverse
Effect.
  (e)  No
oral or written notification of a Release or threatened Release of a Hazardous
Material has been filed by or on behalf of MCC,
the Borrower or any of itstheir
respective Subsidiaries and no site or facility now or previously owned,
operated or leased by MCC,
the Borrower or any of itstheir
respective Subsidiaries is listed or proposed for listing on the NPL,
CERCLIS or any similar state list of sites requiring investigation or clean-up,
that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.
  (f)  No
Liens have arisen under or pursuant to any Environmental Laws on any site or
facility owned, operated or leased by MCC,
the Borrower or any of itstheir
respective Subsidiaries and no government action has been taken or is in
process that could subject any such site or facility to such Liens and neithernone
of MCC,
the Borrower or any of itstheir
respective Subsidiaries would be required to place any notice or
restriction relating to the presence of Hazardous Materials at any site or
facility owned by it in any deed to the real property on which such site or
facility is located, in each case that could reasonably be expected to result in
Liens securing obligations of $100,000 or more.
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  (g)  There
have been no environmental investigations, studies, audits, tests, reviews or
other analyses conducted by or that are in the possession of MCC,
the Borrower or any of itstheir
respective Subsidiaries in relation to any site or facility now or
previously owned, operated or leased by MCC,
the Borrower or any of itstheir
respective Subsidiaries which have not been made available to the Lenders
and which indicate that there is a reasonable probability of remediation costs
of more than $100,000.
  SECTION
3.14.  Capitalization
  MCC has
heretofore delivered to the Lenders a true and complete copy of the Operating
Agreement.  The only member of MCC on the date hereof is
Holdings.  As of the date hereof, there are no outstanding Equity
Rights with respect to MCC (other than Equity Rights in respect of Special
Deferred Compensation to be provided by Shivers and its Affiliates, not
including MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries) and there are no outstanding obligations of
MCC,
the Borrower or any of itstheir
respective Subsidiaries to repurchase, redeem, or otherwise acquire any
equity interests in MCC, nor are there any outstanding obligations of MCC,
the Borrower or any of itstheir
respective Subsidiaries to make payments to any Person, such as “phantom
stock” payments, where the amount thereof is calculated with reference to
the fair market value or equity value of MCC,
the Borrower or any of itstheir
respective Subsidiaries.
  SECTION
3.15.  Subsidiaries
and Investments, Etc.
  (a)  Subsidiaries.  Set
forth in Part A of Schedule IV hereto is a complete and correct list, as of the
date
of this AgreementAmendment
No. 4 Effective Date, of all of the Subsidiaries of MCCand the Borrower together with, for each such Subsidiary, (i) the
jurisdiction of organization of such Subsidiary, (ii) each Person holding
ownership interests in such Subsidiary,and (iii) the nature of the ownership interests held by each such Person
and the percentage of ownership of such Subsidiary represented by such ownership
interestsand (iv) whether such Subsidiary is a Restricted Subsidiary or an Unrestricted
Subsidiary.  Except as disclosed in Part A of Schedule IV
hereto, (x) each of MCC,
the Borrower and itstheir
respective Subsidiaries owns, free and clear of Liens (other than Liens
created pursuant to the Security Documents), and has the unencumbered right to
vote, all outstanding ownership interests in each Person shown to be held by it
in Part A of Schedule IV hereto, (y) all of the issued and outstanding capital
stock of each such Person organized as a corporation is validly issued, fully
paid and nonassessable and (z) there are no outstanding Equity Rights with
respect to such Person.
  (b)  Investments.  Set
forth in Part B of Schedule IV hereto is a complete and correct list, as of the
date of this Agreement, of all Investments (other than Cash and Cash Equivalents
or Investments disclosed in Part A or Part B of said Schedule IV hereto) held by
MCC,
the Borrower or any of itstheir
respective Subsidiaries in any Person and, for each such Investment, (x)
the identity of the Person or Persons holding such Investment and (y) the nature
of such Investment (or, in the alternative, a statement that the aggregate book
value of such Investments does not exceed $1,000,000).  Except as
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  disclosed
in Part B of Schedule IV hereto, each of MCC,
the Borrower and itstheir
respective Subsidiaries owns, free and clear of all Liens (other than
Liens created pursuant to the Security Documents), all such
Investments.
  (c)  Absence
of Restrictive Agreements.  None of the RestrictedBorrower
or the Subsidiaries of MCCor the Borrower is, on the date of this Agreement, subject to any
indenture, agreement, instrument or other arrangement of the type described in
the second paragraph of Section 5.07 other than the Newspaper Entities under the
2003 Senior Subordinated Notes.
  SECTION
3.16.  Title
to Assets
  MCC,
the Borrower and each of its
Restrictedtheir
respective Subsidiaries owns and has on the date hereof, and will own and
have on the Effective Date, good and marketable title (subject only to Liens
permitted by Section 6.02) to the Properties shown to be owned in the most
recent financial statements referred to in Section 3.03 (other than Properties
disposed of in the ordinary course of business or otherwise permitted to be
disposed of pursuant to Section 6.01).  MCC,
the Borrower and each of its
Restrictedtheir
respective Subsidiaries owns and has on the date hereof, and will own and
have on the Effective Date, good and marketable title to, and enjoys on the date
hereof, and will enjoy on the Effective Date, peaceful and undisturbed
possession of, all Properties (subject only to Liens permitted by Section
6.02) that are necessary for the operation and conduct of its
businesses.
  SECTION
3.17.  True
and Complete Disclosure
  The
information, reports, financial statements, exhibits and schedules furnished in
writing by or on behalf of MCC,
the Borrower and itstheir
respective Subsidiaries to the Administrative Agent or any Lender in
connection with the negotiation, preparation or delivery of this Agreement, the
other Basic Documents and the Information Memorandum or included herein or
therein or delivered pursuant hereto or thereto, when taken as a whole, do not
contain any untrue statement of material fact or omit to state any material fact
necessary to make the statements herein or therein, in light of the
circumstances under which they were made, not misleading.  All written
information furnished after the date hereof by MCC,
the Borrower and itstheir
respective Subsidiaries to the Administrative Agent and the Lenders in
connection with this Agreement and the other Basic Documents and the
transactions contemplated hereby and thereby will be true, complete and accurate
in every material respect, or (in the case of projections) based on reasonable
estimates, on the date as of which such information is stated or
certified.  There is no fact known to the Borrower that could
reasonably be expected to have a Material Adverse Effect that has not been
disclosed herein, in the other Basic Documents or in a report, financial
statement, exhibit, schedule, disclosure letter or other writing furnished to
the Lenders for use in connection with the transactions contemplated hereby or
thereby.
  SECTION
3.18.  Certain
Material Agreements
  The
Borrower has heretofore delivered to the Administrative Agent a complete and
correct copy of the Tax Consolidation Agreements (including any modifications or
supplements thereto) as in effect on the date hereof.
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  SECTION
3.19.  Real
Property
  Set forth
on Schedule VI (Part 1) is a list, as of the Effective Date, of all of the real
property interests held by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries (excluding outdoor advertising sites relating to
outdoor advertising activities), indicating in each case whether the respective
property is owned or leased, the identity of the owner or lessee and the
location of the respective property, provided that such Schedule VI (Part 1) may
exclude real property interests whose fair market value, in the aggregate as to
MCC,
the Borrower and all of its
Restrictedtheir
respective Subsidiaries, does not exceed $1,000,000.
   ARTICLE
IV
  CONDITIONS
  SECTION 4.01.  Effective Date
  The
effectiveness of this Agreement and of the obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which the
Administrative Agent shall have received each of the following documents, each
of which shall be satisfactory to the Administrative Agent (and to the extent
specified below, to each Lender) in form and substance (or such condition shall
have been waived in accordance with Section 9.02):
  (a)  Executed
Counterparts.  From each party hereto either (i) a counterpart
of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page to this Agreement) that such party has
signed a counterpart of this Agreement.
  (b)  Opinion
of Counsel to the Borrower.  A favorable written opinion
(addressed to the Administrative Agent and the Lenders and dated the Effective
Date) of Hull, Towill, Norman, Barrett & Salley, P.C., counsel for the
Borrower, substantially in the form of Exhibit D, and covering such other
matters relating to the Borrower, this Agreement or the Transactions as the
Required Lenders shall reasonably request (and the Borrower hereby instructs
such counsel to deliver such opinion to the Lenders and the Administrative
Agent).
  (c)  Opinion
of Special Counsel to JPMCB.  An opinion, dated the Effective
Date, of Milbank, Tweed, Hadley & McCloy LLP special counsel to JPMCB,
substantially in the form of Exhibit E (and JPMCB hereby instructs such counsel
to deliver such opinion to the Lenders).
  (d)  Organizational
Documents.  Such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of each Obligor, and of the respective
managing members thereof (if applicable), the authorization of the Transactions
and any other legal matters relating to the Obligors and any such managing
member, this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.
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  (e)  Officer’s
Certificate.  A certificate, dated the Effective Date and
signed by a senior officer of the Borrower, confirming compliance with the
conditions set forth in the first sentence of Section 4.02.
  (f)  Security
and Guarantee Agreement.  The Security and Guarantee Agreement,
duly executed and delivered by the Borrower, the Guarantors and the
Administrative Agent, together with the certificates and other securities and
instruments, if any, identified in Annex 1 thereto that are to be delivered on
the Effective Date, in each case endorsed in blank or accompanied by undated
powers executed in blank.  In addition, the Borrower and each
Guarantor shall have taken such other action as the Administrative Agent shall
have requested in order to perfect the security interests created pursuant to
the Security and Guarantee Agreement.
  (g)  Pledge
Agreement.  The Pledge Agreement, duly executed and delivered
by Holdings and the Administrative Agent, together with the certificates, if
any, identified in Section 3(a) thereof, in each case accompanied by undated
powers executed in blank.  In addition, Holdings shall have taken such
other action as the Administrative Agent shall have requested in order to
perfect the security interests created pursuant to the Pledge
Agreement.
  (h)  Mortgages.  Mortgages
in form and substance satisfactory to the Administrative Agent and duly executed
and delivered by the respective Obligors party thereto.
  (i)  Evidence
of Repayment of Loans under Existing Credit Agreement.  The
Borrower shall have repaid in full the principal of and interest on all of the
“Loans” outstanding under the Existing Credit Agreement and all other amounts
owing by the Company thereunder and all commitments under the Existing Credit
Agreement shall have been terminated.
  (j)  Other
Documents.  Such other documents as the Administrative Agent or
any Lender or special counsel to JPMCB may reasonably request.
  Notwithstanding
the foregoing, the effectiveness of this Agreement and of the obligation of each
Lender to make its initial Loan hereunder is also subject to the payment by MCC
and the Borrower of such fees as MCC and the Borrower shall have agreed to pay
to any Lender or the Administrative Agent in connection herewith, including the
reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special
counsel to JPMCB, in connection with the negotiation, preparation, execution and
delivery of this Agreement and the other Loan Documents and the Loans hereunder
(to the extent that statements for such fees and expenses have been delivered to
MCC and the Borrower).
  The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) on or
prior to 3:00 p.m., New York City time, on December 14, 2005 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time).
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  SECTION
4.02.  Each
Credit Event
  The
obligation of each Lender to make any Loan to the Borrower upon the occasion of
each borrowing hereunder (including the initial borrowing) is subject to the
further conditions precedent that, both immediately prior to the making of such
Loan and also after giving effect thereto and to the intended use
thereof:
  (a)  no
Default shall have occurred and be continuing; and
  (b)  the
representations and warranties made by MCC and the Borrower in Section 3, and by
each Obligor in each of the other Loan Documents, shall be true and complete on
and as of the date of the making of such Loan with the same force and effect as
if made on and as of such date (or, if any such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date).
  Each
notice of borrowing by the Borrower hereunder shall constitute a certification
by the Borrower to the effect set forth in the preceding sentence (both as of
the date of such notice and, unless the Borrower otherwise notifies the
Administrative Agent prior to the date of such borrowing, as of the date of such
borrowing).
   ARTICLE
V
  AFFIRMATIVE
COVENANTS
   Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full, each
ofMCC and
the Borrowercovenants and agrees(and, to the extent applicable to the Borrower and its Subsidiaries, the
Borrower covenants and agrees) with the Lenders that:
  SECTION
5.01.  Financial
Statements and Other Information
  MCC and
the Borrower shall deliver to each of the Lenders:
  (a)  as
soon as available and in any event within 60 days after the end of each of the
first three quarterly fiscal periods of each fiscal year of MCC, consolidated
statements of income, retained earnings and cash flows of MCC,
the Borrower and their respective Subsidiaries prepared as if the
Borrower and its RestrictedSubsidiarieswere Subsidiaries of MCC (and, separately stated, for the Borrower and
its Subsidiaries) for such period and for the period from the beginning of the
respective fiscal year to the end of such period, and the related consolidated
balance sheet of MCC,
the Borrower and their respective Subsidiaries prepared as if the
Borrower and its RestrictedSubsidiarieswere Subsidiaries of MCC (and, separately stated, of the Borrower and its
Subsidiaries) as at the end of such period, setting forth in each case in
comparative form the corresponding consolidated figures for MCC or the Borrower,
as applicable, for the corresponding period in the preceding fiscal year (except
that, in the case of balance sheets, such comparison shall be to the last day of
the prior fiscal year), accompanied by a certificate of a senior financial
officer of MCC or the Borrower, as
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 applicable,
which certificate shall state that said consolidated financial statements fairly
present the consolidated financial condition and results of operations of
MCC,
the Borrower and their respective Subsidiaries as if the Borrower and its
RestrictedSubsidiarieswere Subsidiaries of MCC (or of the Borrower and its Subsidiaries), in
each case in accordance with generally accepted accounting principles,
consistently applied, as at the end of, and for, such period (subject to normal
year-end audit adjustments);
  (b)  as
soon as available and in any event within 106 days after the end of each fiscal
year of MCC, consolidated statements of income, retained earnings and cash flows
of MCC,
the Borrower and their respective Subsidiaries prepared as if the
Borrower and its RestrictedSubsidiarieswere Subsidiaries of MCC (and, separately stated, of the Borrower and its
Subsidiaries) for such fiscal year and the related consolidated balance sheet of
MCC,
the Borrower and their respective Subsidiaries prepared as if the
Borrower and its RestrictedSubsidiarieswere Subsidiaries of MCC (and, separately stated, of the Borrower and its
Subsidiaries) as at the end of such fiscal year, setting forth in each case in
comparative form the corresponding consolidated figures for MCC or the Borrower,
as applicable, for the preceding fiscal year, and accompanied in each case
by an opinion thereon of independent certified public accountants of
recognized national standing, which opinion shall state that said consolidated
financial statements fairly present the consolidated financial condition and
results of operations of MCC,
the Borrower and their respective Subsidiaries as if the Borrower and its
RestrictedSubsidiarieswere Subsidiaries of MCC (or of the Borrower and its Subsidiaries) as at
the end of, and for, such fiscal year in accordance with generally accepted
accounting principles consistently applied, as at the end of, and for, such
fiscal year;
  (c)  promptly
upon their becoming available, copies of all registration statements and regular
periodic reports, if any, which MCC,
the Borrower or any of itstheir
respective Subsidiaries shall have filed with the Securities and Exchange
Commission (or any governmental agency substituted therefor) or any national
securities exchange and supplied to the holders of any 2003 Senior Subordinated
Notes or any other Permitted Indebtedness;
  (d)  promptly
upon the mailing thereof to the shareholders or members of MCCor the Borrower generally, copies of all financial statements, reports
and proxy statements so mailed;
  (e)  promptly
(but in any event within five Business Days) following the occurrence thereof,
notice of any voluntary or involuntary bankruptcy proceeding filed by or against
Shivers,
Questo, Pesto, Holdings orMPG Holdings;
  (f)  promptly
(but in any event within five Business Days) after any senior officer of MCC or
the Borrower knows or has reason to believe that any Default has occurred, a
notice of such Default describing the same in reasonable detail and, together
with such notice or as soon thereafter as possible, a description of the action
that MCC or the Borrower has taken or proposes to take with respect thereto;
and
  (g)  from
time to time such other information regarding the financial condition,
operations, business or prospects of MCC,
the Borrower or any of itstheir
respective Subsidiaries (including, without
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  limitation,
any Plan or Multiemployer Plan and any reports or other information
required to be filed under ERISA) as any Lender or the Administrative Agent may
reasonably request.
  MCC and
the Borrower will, respectively, furnish to each Lender, at the time it
furnishes each set of financial statements pursuant to paragraph (a) or (b)
above, a certificate of a senior financial officer of each of MCC and the
Borrower
  (i) to
the effect that no Default has occurred and is continuing (or, if any Default
has occurred and is continuing, describing the same in reasonable detail and
describing the action that MCC or the Borrower, as applicable, has taken or
proposes to take with respect thereto) and
  (ii)
setting forth in reasonable detail (x) the computations necessary to determine
whether MCC or the Borrower, as applicable, is in compliance with Sections
2.08(b)(i), 6.02, 6.03, 6.04, 6.05 and 6.06 as of the end of the respective
quarterly fiscal period or fiscal year and (y) a reconciliation to the
adjustments necessary to take into account the effect of any acquisition or
Disposition during the four quarterly fiscal periods ending with the date of
such financial statements as contemplated in the definitions of “Cash Flow” and
“Interest Expense” in Section 1.01, such certificate to include an
itemization of the Net Proceeds of any Disposition received during the relevant
reporting period by MCC,
the Borrower and itstheir
respective Subsidiaries.
  MCC and
the Borrower will, promptly after the delivery of the financial statements
pursuant to paragraphs (a) and (b) above and at reasonable times and upon
reasonable advance notice, host an update call with the Lenders to discuss said
financial statements and the business, operations and strategic plan of MCC,
the Borrower and itstheir
respective Subsidiaries.
  SECTION
5.02.  Notices
of Material Events
  MCC and
the Borrower will, respectively, furnish to the Administrative Agent and each
Lender prompt written notice of the following:
  (a)  the
occurrence of any Default;
  (b)  the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting MCC or the Borrower or
any of their Affiliates that, if adversely determined, could reasonably be
expected to result in a Material Adverse Effect;
  (c)  the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of MCC,
the Borrower and itstheir
respective Subsidiaries in an aggregate amount exceeding
$5,000,000;
  (d)  the
assertion of any Environmental Claim by any Person against, or with respect to
the activities of, MCC,
the Borrower or any of itstheir
respective Subsidiaries and any alleged violation of or non-compliance
with any Environmental Laws or any permits, licenses or authorizations, other
than any Environmental Claim or alleged violation that, if adversely determined,
would not (either individually
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  or in the
aggregate) have a Material Adverse Effect; and
  (e)  any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.
  Each
notice delivered under this Section shall be accompanied by a statement of a
senior financial officer of MCC and the Borrower setting forth the details of
the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.
  SECTION
5.03.  Existence,
Etc.
  Each
ofMCC and
the Borrowerwill, and will cause each of itsRestricted Subsidiaries to:
  (a)  preserve
and maintain its legal existence and all of its material rights, privileges,
licenses and franchises, provided
that nothing in this Section shall prohibit any transaction expressly permitted
under Section 6.01, or prohibit the conversion of a RestrictedSubsidiaryof MCC or the Borrower from a corporation or partnership into a limited
liability company, so long as, after giving effect to such conversion, such
RestrictedSubsidiary shall have executed and delivered such instruments, and
delivered such proof of corporate or other action and opinions of counsel, as
the Administrative Agent shall deem appropriate to confirm the obligations of
such RestrictedSubsidiary under the Security Documents;
  (b)  comply
with the requirements of all applicable laws, rules, regulations and orders of
governmental or regulatory authorities if failure to comply with such
requirements could have a Material Adverse Effect;
  (c)  pay
and discharge all taxes, assessments and governmental charges or levies imposed
on it or on its income or profits or on any of its Property prior to the date on
which penalties attach thereto, except for any such tax, assessment, charge or
levy the payment of which is being contested in good faith and by proper
proceedings and against which adequate reserves are being maintained in
accordance with GAAP;
  (d)  maintain
all of its Properties used or useful in its business in good working order and
condition, ordinary wear and tear excepted;
  (e)  keep
adequate records and books of account, in which complete entries will be made in
accordance with generally accepted accounting principles consistently
applied;
  (f)  permit
representatives of any Lender or the Administrative Agent, during normal
business hours, to examine, copy and make extracts from its books and records,
to inspect any of its Properties, and to discuss its business and affairs with
its officers, all to the extent reasonably requested by such Lender or the
Administrative Agent (as the case may be); and
  (g)  not
commingle its funds with those of ShiversQuesto
or any other Subsidiary of ShiversQuesto
(other than MCC,
the Borrower and its
Restrictedtheir
respective
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  Subsidiaries),
or use its funds other than in the business conducted by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries.
  SECTION
5.04.  Insurance
  Each
ofMCC and
the Borrowerwill, and will cause each of itsRestricted Subsidiaries to, keep insured by financially sound and
reputable insurers all Property of a character usually insured by corporations
engaged in the same or similar business similarly situated against loss or
damage of the kinds and in the amounts customarily insured against by such
corporations and carry such other insurance as is usually carried by such
corporations, provided
that in any event, MCC and
the Borrowershall be permitted to maintain deductibles (including
through self-insurance), and maintain insurance through insurers not meeting the
standards described above, in an aggregate amount up to but not exceeding
$10,000,000 with respect to any category of
insurance.
  SECTION
5.05.  Interest
Rate Protection Agreements
  If on the
last day of any quarterly fiscal period, the Cash Flow Ratio shall be greater
than 4.00 to 1, MCC or the Borrower will, within 90 days after the date upon
which the financial statements for such quarterly fiscal period are required to
be delivered pursuant to Section 5.01, enter into, and thereafter maintain in
full force and effect, one or more Interest Rate Protection Agreements with one
or more of the Lenders or their affiliates (and/or with a bank or other
financial institution having capital, surplus and undivided profits of at least
$500,000,000), that effectively enables MCC and
the Borrower(in a manner satisfactory to the Required Lenders) to
protect itselfthemselves,
for the two-year period commencing on the date such arrangements are entered
into, against adverse fluctuations in the three-month London interbank offered
rates as to a notional principal amount which, together with that portion of the
aggregate outstanding principal amount of Indebtedness of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries bearing a fixed rate of interest and any existing
Interest Rate Protection Agreements or other arrangements, shall in the
aggregate be at least equal to 40% of the aggregate outstanding principal amount
of the Indebtedness of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries.
  SECTION
5.06.  Use
of Proceeds
  The
Borrower will use the proceeds of (i) the Tranche A Term Loans hereunder to
refinance the “Tranche A Term Loans” and the “Tranche C Term Loans” outstanding
under the Existing Credit Agreement and other general corporate purposes of the
Borrower and (ii) the Revolving Credit Loans hereunder to refinance the
“Revolving Credit Loans”, the “Tranche A Term Loans” and the “Tranche C Term
Loans” outstanding under the Existing Credit Agreement, finance working capital
and other general corporate purposes of MCC,
the Borrower and itstheir
respective Subsidiaries and to pay for fees and expenses in connection
therewith; provided
that neither the Administrative Agent nor any Lender shall have any
responsibility as to the use of any of the proceeds of any Loans
hereunder.
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  SECTION 5.07.  Certain Obligations RespectingRestricted Subsidiaries
  Each
ofMCCand the Borrower will, and will cause each of its RestrictedSubsidiaries to, take such action from time to time as shall be necessary
to ensure that each
ofMCC,
the Borrower and each of its
Restrictedtheir
respective Subsidiaries at all times own (subject only to the Lien of the
Security and Guarantee Agreement) at least the same percentage of the
outstanding equity interests (including stock) of each of itsRestricted Subsidiaries as is owned on the date
hereof.  Without limiting the generality of the foregoing, none ofMCCnor,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries shall sell, transfer or otherwise dispose of any
equity interests in any RestrictedSubsidiary owned by them, nor permit any RestrictedSubsidiary to issue any equity interests of any class whatsoever to any
Person (other than to any Loan Party).  In the event that any such
additional equity interests shall be issued by any
Restricted Subsidiary,the
Borrower or anyother Subsidiary of MCC holding
any equityinterests
in any Restricted Subsidiaryor
the Borrower, the Borrower agrees forthwith to deliver (or cause to be
delivered) to the Administrative Agent pursuant to the Security and Guarantee
Agreement the certificates, if any, evidencing such equity interests,
accompanied by undated powers executed in blank and shall take such other action
as the Administrative Agent shall request to perfect the security interest
created therein pursuant to the Security and Guarantee
Agreement.
  Each
ofMCC and
the Borrowerwill not permit any of itsRestricted Subsidiaries to enter into, after the date of this Agreement,
any indenture, agreement, instrument or other arrangement that, directly or
indirectly, prohibits or restrains, or has the effect of prohibiting or
restraining, or imposes materially adverse conditions upon, the incurrence or
payment of Indebtedness, the granting of Liens, the declaration or payment of
dividends, the making of loans, advances or Investments or the sale, assignment,
transfer or other disposition of Property (other than customary restrictions on
the assignability of contracts).
  Nothing
in this Section shall be deemed to prohibit a Disposition of any Subsidiary
of
MCC or the Borrowerto the extent that such Disposition is permitted
under Section 6.01.
  SECTION
5.08.  Further
Assurances
  Each
ofMCCand the Borrower will, and will cause each of its Subsidiaries to, take
such action from time to time as shall reasonably be requested by the
Administrative Agent to effectuate the purposes and objectives of this
Agreement.
  Without
limiting the generality of the foregoing, each
ofMCCand the Borrower will take such action, and will cause each of its RestrictedSubsidiaries to take such action, from time to time as shall be necessary
to ensure that each RestrictedSubsidiary of MCC and
the Borrower(other thanthe Borrower, any Subsidiary organized in any jurisdiction outside of the
United States of America or any Subsidiary that, as of the Effective Date, is
not a Wholly Owned Subsidiary) is a “Subsidiary Guarantor” under the Security
and Guarantee Agreement.  Accordingly, in the event that any new RestrictedSubsidiary meeting such conditions is formed or acquired by MCC or
the Borrowerafter the date hereof, MCC or
the Borrower, as applicable,will cause suchRestricted Subsidiary to become a “Subsidiary Guarantor” and a “Securing
Party” under the Security and Guarantee Agreement pursuant to an instrument of
assumption in form and substance satisfactory to the Administrative
Agent,
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  and to
deliver such proof of corporate action, incumbency of officers, opinions of
counsel and other documents as is consistent with those delivered by each
Obligor pursuant to Section 4.01 hereof upon the Effective Date or as the
Administrative Agent shall have requested (and the Borrower hereby instructs
such counsel to deliver such opinions to the Lenders and the Administrative
Agent).
  In
addition, without limiting the generality of the foregoing, the Borrower will,
and will cause each of the other Obligors to, take such action from time to time
(including filing appropriate Uniform Commercial Code financing statements and
executing and delivering such assignments, security agreements and other
instruments) as shall be reasonably requested by the Administrative Agent to
create, in favor of the Administrative Agent for the benefit of the Lenders (and
any affiliate thereof that is a party to any Interest Rate Protection
Agreement entered into with the Borrower), perfected security interests and
Liens in substantially all of the property of the Obligors as collateral
security for its obligations hereunder and under the Security Documents; provided
that any such security interest or Lien shall be subject to the relevant
requirements of the Security Documents.
  If any
Obligor shall acquire or, in the case of any real property located in the State
of Florida, own any real property interest, including improvements, after the
Effective Date having a fair market value of $3,000,000 or more (or shall make
improvements upon any existing real property interest resulting in the fair
market value of such interest together with such improvements being equal to
$3,000,000 or more), then (subject, in the case of any such interest that is a
leasehold interest, to the delivery by the relevant landlords of any required
landlord consent and memoranda of lease for recording in the appropriate county
land office) it will (or, as applicable, will cause the respective Obligor
holding such real property interest to) execute and deliver in favor of the
Administrative Agent a mortgage, deed of trust or deed to secure debt (as
appropriate for the jurisdiction in which such respective real property is
situated) pursuant to which such Obligor will create a Lien upon such real
property interest (and improvements) in favor of the Administrative Agent for
the benefit of the Lenders (and any affiliate thereof that is a party to any
Interest Rate Protection Agreement entered into with the Borrower) as collateral
security for the obligations of the Obligors hereunder and under the Security
Documents, and will deliver (or, or in case of landlords’ consents, will use its
best efforts to cause the relevant landlords to deliver) such opinions of
counsel, landlords’ consents, and title insurance policies as the Administrative
Agent shall reasonably request in connection therewith, provided
that, with respect to any real property interest in the State of Florida (i) the
foregoing requirements shall not be required to be satisfied until the date 60
days (or up to 120 days if so extended at the sole discretion of the
Administrative Agent) after the Amendment No. 3 Effective Date, (ii) MCC,
the Borrower and itstheir
respective Subsidiaries shall not be required to take (and the
Administrative Agent and the Lenders agree not to take) any action resulting in
the payment of any mortgage filing taxes to the State of Florida (or any
Governmental Authority thereof) until March 31, 2009 and (iii) if applicable,
the Administrative Agent may in its sole discretion reduce the amount of the
obligations of the Obligors hereunder that are secured by any such Lien in order
to reduce the amount of any mortgage recording taxes payable to the State of
Florida (or any Governmental Authority thereof) in respect of such
Lien.
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  ARTICLE
VI
  NEGATIVE
COVENANTS
  Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full, each
ofMCC and
the Borrowercovenants and agrees(and, to the extent applicable to the Borrower and its Subsidiaries, the
Borrower covenants and agrees) with the Lenders that:
  SECTION 6.01.  Prohibition of Fundamental
Changes
  (a)  Mergers
and Acquisitions.  MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution).  MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, acquire any business or Property from, or
capital stock of, or be a party to any acquisition of, any Person except for
purchases of inventory and other Property to be sold or used in the ordinary
course of business, Investments permitted under Section 6.04(e) and Capital
Expenditures permitted hereunder.
  (b)  Dispositions.  MCC
and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, convey, sell, lease, transfer or otherwise
dispose of, in one transaction or a series of transactions, all or a substantial
part of the business or Property of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries on a consolidated basis(determined as if the Borrower and its Subsidiaries were Subsidiaries of
MCC), whether now owned or hereafter acquired,
and MCCthe
Borrower will not permit any of the Newspaper Entities to convey, sell,
lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or a substantial part of the business or Property of the
Newspaper Entities on a consolidated basis, whether now owned or hereafter
acquired.
  (c)  Certain
Exceptions.  Notwithstanding the foregoing provisions of this
Section:
  (i)  the
Borrower orany RestrictedSubsidiaryof MCC or the Borrower may elect to convert from a corporation or
partnership into a limited liability company and the
Borrower orany Restricted
Subsidiary (other than any Acquisition Subsidiary at the time obligated in
respect of any Indebtedness permitted under Section 6.03(h))Subsidiary
of MCC or the Borrower may be merged or consolidated with or into (x) the
Borrower if the Borrower shall be the continuing or surviving corporation or (y)
MCC,
the Borrower or any other
RestrictedSubsidiaryof MCC or the Borrower so long as the survivor company shall be a Loan
Party, provided,
however,
that a Newspaper Entity may not be merged or consolidated with or into MCC,
the Borrower or a RestrictedSubsidiaryof MCC or the Borrower unless the surviving entity is a Newspaper
Entity;
  (ii)  any RestrictedSubsidiary (other
than a Newspaper Entity)of
MCC may sell, lease, transfer or otherwise dispose of any or all of its
Property (upon voluntary liquidation or otherwise), provided
that any such sale, lease, transfer or other disposition to an Affiliate thereof
that is not a Loan Party shall satisfy the
requirements of Section 6.09,  it being understood that any such sale,
lease, transfer
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  or other
disposition to an Affiliate thereofthat is not a Loan Party of real property that satisfies the requirements
of clause (vii) below, shall be deemed to satisfy the requirements of Section
6.09;
  (iii)  any
Newspaper Entity (other
than any Acquisition Subsidiary obligated at the time in respect of any
Indebtedness permitted under Section 6.03(h))may sell, lease,
transfer or otherwise dispose of any or all of its Property (upon voluntary
liquidation or otherwise) to any other Newspaper Entity(other than to any Acquisition Subsidiary obligated at the time in respect of
any Indebtedness permitted under Section 6.03(h)), provided
that any such sale, lease, transfer or other disposition to an Affiliate thereofthat is not a Loan Party shall satisfy the requirements of Section
6.09;
  (iv)  MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries may (whether by way of purchase of assets or
stock, by merger or consolidation or otherwise) make any acquisition of a
business, and the related assets, of any other Person (i.e. any Person other
than MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries), provided
that:
  (w)  if
MCC is a party to such transaction, MCC shall be the continuing or surviving
entity or the continuing or surviving entity shall have assumed all of the
obligations of MCC hereunder pursuant to an instrument in form and substance
satisfactory to the Administrative Agent and shall have delivered such proof of
corporate action, incumbency of officers, opinions of counsel and other
documents as is consistent with those delivered by MCC pursuant to Section 4.01
upon the Effective Date or as the Administrative Agent shall have
requested;
  (x)  (A)
no later than five Business Days prior to the consummation of such acquisition,
the Borrower shall have delivered to the Administrative Agent drafts or executed
counterparts of the respective agreements or instruments pursuant to which such
acquisition is to be consummated (together with any related management,
non-compete, employment, option or other material agreements and any lease or
other agreement entered into with any Affiliate of the seller) and any schedules
or other material ancillary documents to be executed or delivered in connection
therewith as are sufficient to demonstrate compliance by with the requirements
of this Section 6.01(c)(iv) and (B) promptly following request therefor, the
Borrower shall deliver copies of such other information or documents relating to
such acquisition as any Lender or Lenders (through the Administrative Agent)
shall have reasonably requested; the agreements, instruments and other documents
referred to above shall provide that
  (I)  neithernone
of MCCnor,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries shall, in connection with such acquisition,
assume any (1) Indebtedness of the seller or sellers (except
Indebtedness that is permitted under Section 6.03(h))or (2) other
obligations of the seller or sellers (except for obligations incurred in the
ordinary course of business in operating the Property so acquired and reasonably
necessary or desirable to the continued operation of such Property)
and
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  (II)  all
Property to be acquired in connection with such acquisition shall be acquired
free and clear of any and all Liens (except for Liens that are permitted by
Section 6.02);
  (y)  in
connection with such acquisition, MCC,
the Borrower or the relevant RestrictedSubsidiaryof MCC or the Borrower shall have undertaken environmental surveys and
assessments prepared by a firm of licensed engineers (familiar with the
identification of toxic and hazardous substances) and shall have delivered
copies thereof to the Administrative Agent no later than five Business Days
prior to the consummation of such acquisition; such surveys and assessments
shall be in form and substance satisfactory to the Administrative Agent and the
Required Lenders and shall have results satisfactory to the Administrative Agent
and the Required Lenders, provided
that neither the Administrative Agent nor any Lender shall have any
responsibility to MCC,
the Borrower or any Subsidiaryof
their respective Subsidiaries or any other Person arising out of or
relating to the scope or results of such environmental due diligence;
and
  (z)  no
later than five Business Days prior to the consummation of such acquisition, the
Borrower shall furnish to the Lenders (1) projected pro forma
consolidated balance sheets, income statements and cash flow statements
(including a statement of sources and uses of funds for such acquisition
showing, among other things, the source of financing for such acquisition) of
MCC,
the Borrower and their respective Subsidiaries (prepared as if the
Borrower and its RestrictedSubsidiarieswere Subsidiaries of MCC) after giving effect to such acquisition for the
period commencing on the date of such acquisition and ending one year after the
latest Principal Payment Date and (2) a certificate of a senior officer showing
calculations in reasonable detail demonstrating that, after giving effect to
such acquisition on a pro forma
basis (as if such acquisition had been consummated at the beginning of the
relevant periods), MCC and
the Borrowerwill be in compliance with the provisions of Section
6.06,
  provided
that (X) no acquisition may be made under this clause (iv) unless at the time
thereof, and after giving effect thereto, no Default shall have occurred and
shall be continuing, (Y) other than any such acquisitions identified on Schedule
VII hereto in respect of which MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries has on the Amendment No. 3 Effective Date an
obligation (contingent or otherwise) to consummate such acquisition at a later
date, the aggregate consideration paid in connection with all such acquisitions
consummated after the Amendment No. 3 Effective Date shall not exceed $5,000,000
and (Z) the Borrower shall not be required to deliver the agreements,
environmental surveys and pro forma
calculations otherwise required by the foregoing clauses (x), (y) and (z) unless
requested by the Administrative Agent;
  (v)  [Intentionally
deleted.];
  (vi)  the
Newspaper Entities may sell, transfer or otherwise dispose of Property
(including by way of an exchange of Property owned by such Newspaper Entity for
Property owned by any other Person), so long as (a) the aggregate amount of
Asset Cash Flow attributable to such assets or equity interests being sold,
transferred, disposed or exchanged during any single fiscal year shall not
exceed $7,500,000, or during the period commencing on the Effective Date through
the term of this Agreement shall not exceed $20,000,000, (b) at the time
thereof, and after giving
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  effect thereto, no Default
or Event of Default shall have occurred and be continuing, (c) no later than
five Business Days prior to the consummation of such transaction, MCC shall
furnish to the Lenders a certificate of a senior officer showing calculations in
reasonable detail demonstrating that, after giving effect to such transaction on
a pro forma
basis (as if such acquisition had been consummated at the beginning of the
relevant periods), MCC and
the Borrowerwill be in compliance with the provisions of Section 6.06
and (d) to the extent any such exchange of property constitutes an “Asset Swap”
under and as defined in the indenture for the 2003 Senior Subordinated Notes,
the Borrower shall have delivered to the Administrative Agent a copy of any
fairness opinion delivered pursuant to such indenture, provided
that any such sale, transfer or other disposition to an Affiliate of
such Newspaper Entitythat is not a Loan Party shall satisfy the
requirements of Section 6.09; and
  (vii)  MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries may sell, transfer or otherwise dispose of real
property owned by them (or of the equity interests in any RestrictedSubsidiaryof MCC or the Borrower whose only assets consist of real property) for
cash, provided
that
  (u)  any
such sale, transfer or other disposition to an Affiliatethereof that is not a Loan Party shall satisfy the requirements of
Section 6.09,
  (v)  no
such sale, transfer or other disposition by a Newspaper Entity shall be to a
RestrictedSubsidiary that
is not a Newspaper Entityof
MCC,
  (w)  any
such sale, transfer or other disposition to an Affiliate thereofshall provide that concurrently with such transaction such Affiliate
shall enter into a lease agreement containing Acceptable Lease Terms and which
is otherwise in form and substance satisfactory to the Administrative Agent
pursuant to which such real property shall be leased back to a Newspaper
Entity,
  (x)  no
later than five Business Days prior to the consummation of such sale, transfer
or disposition, MCC shall furnish to the Lenders a certificate setting forth
calculations in form and detail satisfactory to the Administrative Agent
demonstrating on a pro forma
basis (as if such sale, transfer or disposition had been consummated at the
beginning of the relevant periods), that (A) MCC and
the Borrowerwould have been in compliance with the provisions of
Sections 6.06(b) and 6.06(c) and (B) MCCand the Borrower would have been in compliance with the provisions of
Section 6.06(a) as if such Section required a Cash Flow Ratio of 0.75 lower than
the respective Cash Flow Ratio specified for the relevant periods in said
Section,
  (y)  the
aggregate amount of Capital Lease Obligations that such lease agreement gives
rise to, together with the aggregate amount of Capital Lease Obligations
incurred pursuant to this clause (vii) and
Section 6.05(f)in all prior lease transactions during the period
commencing on the Effective Date through the term of this Agreement, shall not
exceed $25,000,000, and
  (z)  the
aggregate fair market value of the real property sold, transferred or otherwise
disposed of pursuant to this clause (vii),
together with the aggregate fair market value of the
real
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  property
transferred pursuant to Section 6.05(f) during the period commencing on the
Effective Date through the term of this Agreement, shall not exceed
$100,000,000;
  (viii)  MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries may sell, transfer or otherwise dispose of assets
relating to its outdoor advertising business; provided
that,
  (w)  both
immediately prior to such sale, transfer or other disposition and, after giving
effect thereto, no Default shall have occurred and be continuing;
  (x)
unless the Required Lenders shall otherwise agree, at least 90% of the
consideration for such Disposition shall be paid in cash;
  (y) such sale, transfer or
other disposition shall be made for fair market value; and
  (z) such sale, transfer or
other disposition to an Affiliate thereofthat is not a Loan Party shall satisfy the requirements of Section 6.09.6.09;
and
  (ix)  MCC,
the Borrower and their respective Subsidiaries may consummate the Permitted
Reorganization.
  (d)  Mandatory
Transaction.  Notwithstanding the foregoing provisions of this
Section, MCC and/or
the Borrowershall, and/or, as applicable, shall cause itstheir
relevantRestricted Subsidiaries to:
  (i)  on
or prior to the March 31, 2009 Financial Statements Delivery Date, enter into a
binding letter of intent to enter into a transaction the consummation of which
would either (X) require the prepayment in full of all obligations under the
Loan Documents and the termination of all Commitments hereunder or (Y) generate
proceeds sufficient to either prepay in full all obligations under the Loan
Documents and terminate all Commitments hereunder or purchase an assignment of
all Loans and Commitments at par; provided
that (A) MCC shall provide prompt notice to the Lenders of itsthe
entry into any such letter of intent, (B) to the extent any such transaction is
to be a Disposition, such Disposition (both as contemplated by such letter of
intent and when actually consummated) shall meet the requirements set forth in
clauses (w), (x), (y) and (z) of Section 6.01(c)(viii) irrespective of whether
such Disposition relates to the outdoor business and (C) in the case of the
foregoing clause (Y), MCC,
the Borrower or the relevantRestricted Subsidiary, as applicable, shall have delivered an irrevocable
notice and agreement to the Lenders on or prior to entering into any such letter
of intent wherein MCC,
the Borrower or suchRestricted Subsidiary shall agree to make such prepayment and termination
or purchase such assignment, as the case may be, immediately upon the
consummation of such transaction; and
  (ii)
either (x) cause such letter of intent (and, as applicable, the irrevocable
notice and agreement delivered pursuant to subclause (C) of the proviso to the
foregoing clause (i)) to remain in full force and effect until the March 31,
2009 Financial Statements Delivery Date or (y) consummate such transaction on or
prior to the March 31, 2009 Financial Statements Delivery Date.
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  SECTION 6.02.  Limitation on Liens
  MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired,
except:
  (a)  Liens
created pursuant to the Security Documents;
  (b)  Liens
in existence on the date hereof and listed in Part B of Schedule II
hereto;
  (c)  Liens
imposed by any governmental authority for taxes, assessments or charges not yet
due or which are being contested in good faith and by appropriate proceedings
if, adequate reserves with respect thereto are maintained on the books of
MCC,
the Borrower or the affected Subsidiaries, as the case may be, in
accordance with GAAP;
  (d)  carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than 30 days or which are being contested in good faith and by appropriate
proceedings and Liens securing judgments but only to the extent, for an amount
and for a period not resulting in an Event of Default under paragraph (h) of
Article VII;
  (e)  pledges
or deposits under worker’s compensation, unemployment insurance and other social
security legislation;
  (f)  deposits
to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;
  (g)  easements,
rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business and encumbrances consisting of zoning restrictions,
easements, licenses, restrictions on the use of Property or
minor imperfections in title thereto which, in the aggregate, will not
result in a Material Adverse Effect;
  (h)  in
the case of sign locations of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries, so-called amortization zoning and other
restrictions imposed by state and local authorities upon the use of such
locations;
  (i)  [Intentionally
deleted.];
  (j)  Liens
upon real and/or tangible personal Property acquired after the date hereof (by
purchase, construction or otherwise) by MCC or any of its Restricted
Subsidiaries and securing Indebtedness permitted under Section 6.03(h), each of
which Liens either (A) existed on such Property before the time of its
acquisition and was not created in anticipation thereof, or (B) was created
solely for the purpose of securing Indebtedness representing, or incurred to
finance, refinance or refund, the cost (including the cost of construction) of
such Property,providedthat
(x) no such Lien shall extend to or cover any
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  Property
of MCC or such Restricted Subsidiary other than the Property so acquired and
improvements thereon and (y) the principal amount of Indebtedness secured by any
such Lien shall not at the date of incurrence thereof exceed the fair market
value (as determined in good faith by a senior financial officer of MCC) of such
Property at the time it was acquired (by purchase, construction or
otherwise);
  (j)  [Intentionally
deleted];
  (k)  Liens
arising in connection with Capital Lease Obligations permitted under Section
6.03(l), so long as no such Lien applies to any Property other than the Property
subject to the respective lease agreement that gives rise to a Capital Lease
Obligation;
  (l)  Liens
on the aircraft assets of MCC,
the Borrower and itstheir
respective Subsidiaries securing Indebtedness permitted under Section
6.03(m);
  (m)  additional
Liens in existence immediately prior to the Amendment No. 3 Effective Date
securing Indebtedness in an aggregate amount up to but not exceeding
$10,000,000;
  (n)   [Intentionally
deleted.];
  (o)   Liens
on any Property of a
Restrictedthe
Borrower or any Subsidiaryof MCC or the Borrower securing Intercompany Indebtedness, so long as
such Intercompany Indebtedness is evidenced by a promissory note in form and
substance satisfactory to the Administrative Agent and such promissory note is
pledged to the Administrative Agent pursuant to the Security Documents;
and
  (p)  any
extension, renewal or replacement of the foregoing, provided,
however, that the Liens permitted hereunder shall not be spread to cover any
additional Indebtedness or Property (other than a substitution of like
Property).
  SECTION
6.03.  Indebtedness
  MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, create, incur or suffer to exist any
Indebtedness except:
  (a)  Indebtedness
to the Lenders hereunder;
  (b)  Indebtedness
outstanding on the date hereof and listed in Part A of Schedule II
hereto;
  (c)  (x)
Intercompany Indebtedness and (y) Indebtedness of any Subsidiary of MCC or
the Borrowerthat is not a Loan Party that constitutes an Investment
permitted under Section 6.04(e) or (g);
  (d)  Indebtedness
in respect of the 2003 Senior Subordinated Notes in an aggregate principal
amount not exceeding $279,000,000;
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  (e)  [Intentionally
deleted.];
  (f)  [Intentionally
deleted.];
  (g)  [Intentionally
deleted.];
  (h)  [Intentionally
deleted.];
  (i)  [Intentionally
deleted.];
  (j)  any
Indebtedness of the type described in clause (f) of the definition of such term
in Section 1.01 outstanding immediately prior to the Amendment No. 3 Effective
Date up to but not exceeding $10,000,000 in the aggregate at any one time
outstanding;
  (k)  Indebtedness
of the Borrower or MCC in an aggregate amount not exceeding
$10,000,000;
  (l)  Indebtedness
in respect of Capital Lease Obligations permitted to be incurred under Sections
6.01(c)(vii)and 6.05(f); and
  (m)  additional
Indebtedness of MCC,
the Borrower or any Restricted
Subsidiaryof
their respective Subsidiaries to any Person other than an Affiliatethereof up to but not exceeding $10,000,000 in aggregate principal amount
at any one time outstanding.
  SECTION
6.04.  Investments
  MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, make or permit to remain outstanding any
Investments except:
  (a)  Investments
outstanding on the date hereof and identified in Part B of Schedule IV
hereto;
  (b)  Cash
and Cash Equivalents;
  (c)  Investments
in Loan Parties;
  (d)  Interest
Rate Protection Agreements in the ordinary course of business and not for
speculative purposes;
  (e)  (x)
Investments in existence on the Amendment No. 3 Effective Date in Subsidiaries
of MCCor the Borrower that are not Loan Parties up to but not exceeding
$35,000,000 in the aggregate, (y) Investments in existence on the Amendment No.
3 Effective Date and identified in Part D of Schedule IV hereto in Persons that
are neither MCC,
the Borrower nor Subsidiaries of MCCor the Borrower and (z) other Investments in existence on the Amendment
No. 3 Effective Date in Persons that are neither MCC,
the Borrower nor Subsidiaries of MCCor the Borrower up to but not exceeding $1,000,000 individually and
$5,000,000 in the aggregate; provided
that in the case of each of the foregoing clauses (x), (y) and (z) no such
Investment shall be made after the Amendment No. 3 Effective
Date;
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  (f)  loans
to Shivers in an aggregate amount at any one time not exceeding $12,500,000;
provided
that no such loan shall be made after the Amendment No. 3 Effective Date at any
time when a Default has occurred and is continuing; and
  (g)  additional
working capital Investments in the ordinary course of business in Subsidiaries
of MCCor the Borrower that are not Loan Parties in an aggregate amount at any
time not exceeding $6,000,000.
  For
purposes of clauses (f) and (g) of this Section, the aggregate amount of an
Investment at any time shall be deemed to be equal to (i) the aggregate amount
of cash, together with the aggregate fair market value of property, loaned,
advanced, contributed, transferred or otherwise invested that gives rise to such
Investment minus
(ii) the aggregate amount of dividends, distributions or other payments received
in cash in respect of such Investment; the amount of an Investment shall not in
any event be reduced by reason of any write-off of such Investment nor increased
by any increase in the amount of earnings retained in the Person in which such
Investment is made that have not been dividended, distributed or otherwise paid
out.
  SECTION
6.05.  Restricted
Payments
  MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, declare or make any Restricted Payment at any
time, except that, so long as at the time thereof and after giving effect
thereto (and to any concurrent incurrence of any Indebtedness) no Default or
Event of Default shall have occurred and be continuing:
  (a)  [Intentionally
deleted.];
  (b)  [Intentionally
deleted.];
  (c)  [Intentionally
deleted.];
  (d)  MCC
and
the Borrowermay make payments to Holdingsand,
Pesto, Questo, Shivers and
MPG Holdingspursuant to the Tax Consolidation Agreements;
  (e)  MCC
may make Restricted Payments to officers and other executive employees of
MCC,
the Borrower and itstheir
respective Subsidiaries to the extent constituting Special Deferred
Compensation;
  (f)  [Intentionally
deleted.];
  (g)  MCC
may make Restricted Payments in respect of one or more employee compensation
plans (including “phantom stock” payments referred to in the definition of the
term “Restricted Payments” in Section 1.01) maintained for employees of MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries so long as the aggregate amount of such
Restricted Payments made in any single fiscal year shall not exceed $1,500,000
and the aggregate amount of such Restricted Payments made during the period
commencing on the Effective Date through the term of this Agreement shall not
exceed $10,000,000;
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  (h)  [Intentionally
deleted.]; and
  (i)  the
Borrower andany Subsidiary of MCCor the Borrower may make Restricted Payments to any Loan
Party.
  Nothing
herein shall be deemed to prohibit the payment of dividends or other
distributions in respect of equity by the
Borrower orany Subsidiary of MCCor the Borrower to any Loan Party (or, in the case of any Subsidiary of
MCCor the Borrower that is not a Loan Party, to each holder of ownership of
such Subsidiary on a pro rata basis based on their relative ownership interests
(or on a basis more favorable to the Loan Parties)).
  SECTION 6.06.  Financial Covenants
  (a)  Cash
Flow Ratios.  MCCand the Borrower 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 RatioFrom
      the Effective Date through but excluding June 30,
2007
                    6.00
      to 1
                    4.00
      to 1From
      and including June 30, 2007 through but excluding September 30,
      2008
                    6.50
      to 1
                    3.50
      to 1From
      and including September 30, 2008 through but excluding December 31,
      2008
                    8.25
      to 1
                    3.50
      to 1From
      and including December 31, 2008 through but excluding the June
      30, 2009 Financial Statements Delivery Date
                    9.50
      to 1
                    3.50
      to 1At
      all times after and including the June 30, 2009 Financial Statements
      Delivery Date”
                    5.50
      to 1
                    3.50
      to 1
   (b)  Fixed
Charge Coverage Ratio.  MCCand the Borrower 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
                    Interest
      Coverage RatioFrom
      the Effective Date through but excluding June 30,
2007
                    1.05 to
      1From
      and including June 30, 2007 through but excluding December 31,
      2008
                    1.00
      to 1At
      all times after and including December 31, 2008
                    1.05 to
      1
   (c)  Interest
Coverage Ratio.  MCC and
the Borrowerwill 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 RatioFrom
      the Effective Date through but excluding June 30,
2007
                    2.25
      to 1From
      and including June 30, 2007 through but excluding December 31,
      2008
                    1.75
      to 1From
      and including December 31, 2008 through but excluding the June
      30, 2009 Financial Statements Delivery Date
                    1.50
      to 1At
      all times after and including the June 30, 2009
      Financial StatementsDelivery Date”
                    2.50
      to 1
   SECTION 6.07.  [Intentionally deleted.]
  SECTION
6.08.  Lines
of Business
  NeitherNone
of MCCnor,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries shall engage to any substantial extent in any
line or lines of business activity other than the types of businesses engaged in
on the date hereof by MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries.  MCC and
the Borrowerwill not, and will not permit any of its
Restrictedtheir
respective Subsidiaries (other than the Newspaper Entities) to, own any
newspaper assets, or engage in the business of publishing newspapers, other than
(a) as a result of acquisitions in which the acquired entity owns newspaper
assets or engages in the business of publishing newspapers but is not primarily
engaged in the business of owning newspaper assets or publishing newspapers or
(b) where the ownership of newspaper assets or publishing of newspapers
generates Cash Flow not exceeding $1,000,000 during any single fiscal
year.
  SECTION
6.09.  Transactions
with Affiliates
  Except as expressly
permitted by this Agreement, MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, directly or indirectly:  (a) make
any Investment in an Affiliatethereof that is not a Loan Party; (b) transfer, sell, lease, assign or
otherwise dispose of any Property to an Affiliate thereofthat is not a Loan Party; (c) merge into or consolidate with or purchase
or acquire Property from an Affiliate thereofthat is not a Loan Party; or (d) enter into any other transaction
directly or indirectly with or for the benefit of an Affiliatethereof that is not a Loan Party (including, without limitation,
guarantees and assumptions of obligations of an Affiliate thereofthat is not a Loan Party); provided
that (x) any Affiliate thereofwho is an individual may serve as a director, officer or employee of
MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries and receive reasonable compensation for his or
her services in such capacity, (y) MCC,
the Borrower and its
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  Restrictedtheir
respective Subsidiaries may enter into transactions (other than
extensions of credit by MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries to an Affiliatethereof) providing for the leasing of Property, the rendering or receipt
of services or the purchase or sale of inventory and other Property in the
ordinary course of business if the monetary or business consideration
arising therefrom would be substantially as advantageous to MCC,
the Borrower and its
Restrictedtheir
respective Subsidiaries as the monetary or business consideration which
would obtain in a comparable transaction with a Person not an Affiliateof MCC, the Borrower or any of their respective Subsidiaries and (z) MCC
and the Borrower may be a party to, and make payments under, the Tax
Consolidation Agreements.
  SECTION
6.10.  Modifications
of Certain Agreements
  MCC and
the Borrower will not consent to any modification, supplement or waiver of any
of the provisions of the Tax Consolidation Agreements or any lease agreement
entered into pursuant to Section 6.01(c)(vii) or, following the issuance
thereof, any of the provisions of any instrument evidencing or governing the
2003 Senior Subordinated Notes, without in each case the prior written consent
of the Administrative Agent (with the approval of the Required
Lenders).
  SECTION
6.11.  Designations
of Unrestricted Subsidiaries, Etc[Intentionally
deleted.]
  MCC
will not designate any Subsidiary as an “Unrestricted Subsidiary”
unless:
  (a)  such
Subsidiary has no Indebtedness other than Indebtedness (i) as to which neither
MCC nor any Restricted Subsidiary (A) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness) or (B) is directly or indirectly liable as a guarantor or
otherwise, and (ii) no default with respect to which (including any rights that
the holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit (upon notice, lapse of time or both) any holder of any
other Indebtedness of MCC or any Restricted Subsidiary to declare a default on
such other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity;
  (b)  such
Subsidiary is a Person with respect to which neither MCC nor any Restricted
Subsidiary has any direct or indirect obligation to maintain or preserve such
Person’s financial condition or to cause such Person to achieve any specified
levels of operating results;
  (c)  such
Subsidiary has not Guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of MCC or any Restricted Subsidiary;
  (d)  at
the time thereof and after giving effect thereto, no Default or Event of Default
shall have occurred or be continuing;
  (e)  if
such Subsidiary is a Newspaper Entity then, unless each of the Lenders shall
consent otherwise at the time of such designation, the aggregate assets and cash
flows attributable to Newspaper Entities (including such Subsidiary) that have
been designated as
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  Unrestricted
Subsidiaries (including any Unrestricted Subsidiaries that are no longer
Subsidiaries of MCC) shall not represent more than 5% of the aggregate assets
and cash flow, respectively, of the Newspaper Entities (and forthese
purposes, the aggregate assets and cash flow of any previously-designated
Unrestricted Subsidiary shall be deemed to be equal to the aggregate assets and
relevant cash flow for such Unrestricted Subsidiary at the time of such
designation); and
  (f)  MCC
shall furnish to the Lenders a certificate setting forth calculations in form
and detail satisfactory to the Administrative Agent demonstrating on aproformabasis
(as if such designation had been consummated at the beginning of the relevant
periods) that the Cash Flow Ratios described in Section 6.06(a) would not
increase by more than 0.25 to 1.
  Any
designation of a Restricted Subsidiary as an Unrestricted Subsidiary pursuant to
this Section 6.11 shall constitute an Investment in such Unrestricted Subsidiary
in an amount equal to the aggregate amount of the Investments by MCC and its
Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such
designation.
  Any
designation of a Subsidiary of MCC as an Unrestricted Subsidiary shall be
evidenced to the Administrative Agent by filing with the Administrative Agent a
certified copy of a resolution of the board of directors of the Issuer giving
effect to such designation and a certificate of a senior financial officer of
the Borrower and MCC certifying that such designation complied with the
preceding conditions and is permitted by Section 6.11.  If, at any
time, any Unrestricted Subsidiary would fail to meet the preceding conditions
(other than clause (d)), it shall immediately cease to be an Unrestricted
Subsidiary for the purposes hereof and any Indebtedness of such Subsidiary shall
be deemed to be incurred by a Restricted Subsidiary of the Borrower or MCC, as
applicable, as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 6.03, the Borrower and MCC shall be in
default of such covenant.
  The
board of directors of MCC may at any time designate an Unrestricted Subsidiary
to be a Restricted Subsidiary,providedthat
such designation shall be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (i) after giving
effect to such deemed incurrence of Indebtedness, MCC shall be in compliance
with Section 6.06 calculated onproformabasis
(as if such designation had occurred at the beginning of the relevant
periods).
  Anything
in this Agreement to the contrary notwithstanding, unless the Required Lenders
shall otherwise agree, (i) MCC shall not be permitted to designate any
Subsidiary as an “Unrestricted Subsidiary” and (ii) any Subsidiary designated as
an “Unrestricted Subsidiary” prior to the Amendment No. 3 Effective Date shall
be automatically deemed to be a “Restricted Subsidiary” as of the Amendment No.
3 Effective Date for all purposes of this
Agreement.
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  SECTION 6.12.  Designated Senior Debt
  The
Borrower will not designate any Indebtedness as “Designated Senior Debt” as
defined under the 2003 Senior Subordinated Notes unless the Required Lenders
have approved such designation.
  SECTION
6.13.  Morris
Finance
  MCCThe
Borrower will not permit Morris Finance to own any property, other than
cash in an amount not exceeding $1,000 representing nominal capitalization, and
will not permit Morris Finance engage in any business or other activities other
than to incur Indebtedness in respect of the 2003 Senior Subordinated Notes or
other Indebtedness permitted hereunder.
  SECTION
6.14.  Subordinated
Indebtedness
  Anything
in this Agreement to the contrary notwithstanding, MCC and
the Borrowerwill not, nor will itthey
permit any of its
Restrictedtheir
respective Subsidiaries to, purchase, redeem, retire or otherwise acquire
for value, or set apart any money for a sinking, defeasance or other analogous
fund for the purchase, redemption, retirement or other acquisition of, or make
any voluntary payment or prepayment of the principal of or interest on, or any
other amount owing in respect of, any Subordinated Indebtedness, except for
regularly scheduled payments, prepayments or redemptions of interest in respect
thereof required pursuant to the instruments evidencing such Subordinated
Indebtedness.
   ARTICLE
VII
   EVENTS
OF DEFAULT
   If any of
the following events (“Events
of Default”) shall occur:
  (a)  The
Borrower shall default in the payment when due (whether at stated maturity or
upon mandatory or optional prepayment) of any principal of or interest on any
Loan, or shall default for two or more days in the payment of any fee or any
other amount payable by it hereunder or under any other Loan Document;
or
  (b)  MCC,
the Borrower or any of its
Restrictedtheir
respective Subsidiaries shall default in the payment when due of any
principal of or interest on any of its other Indebtedness having an aggregate
principal amount of $5,000,000 or more; or any event specified in any note,
agreement, indenture or other document evidencing or relating to any such
Indebtedness or any event specified in any Interest Rate Protection Agreement
shall occur if the effect of such event is to cause, or (with the giving of any
notice or the lapse of time or both) to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause, such Indebtedness to become due, or to be prepaid in full (whether by
redemption, purchase, offer to purchase or otherwise), prior to its stated
maturity or to have the interest rate thereon reset to a level so that
securities evidencing such Indebtedness trade at a level specified
in
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  relation
to the par value thereof or, in the case of an Interest Rate Protection
Agreement, to permit the payments owing under such Interest Rate Protection
Agreement to be liquidated; or
  (c)  Any
representation, warranty or certification made or deemed made herein or in any
other Loan Document (or in any modification or supplement hereto or thereto) by
any Obligor, or any certificate furnished to any Lender or the Administrative
Agent pursuant to the provisions hereof or thereof, shall prove to have been
false or misleading as of the time made, deemed made or furnished in any
material respect; or
  (d)  The
Borrower or MCC shall default in the performance of any of its obligations under
any of Sections 5.01(f), 5.05, 5.07, 5.09, 6.01, 6.02, 6.03, 6.04, 6.05, 6.06 or
6.10; the Borrower, MCC or any Subsidiary Guarantor shall default in the
performance of any of its obligations under Section 6.01 of the Security and
Guarantee Agreement; Shivers,
Pesto or Questo shall default in the performance of any of its
obligations under the Tax Consolidation Agreements; Holdings shall default in
the performance of Section 4.01 or 5 of the Pledge Agreement;
MPG Holdings shall default in the performance of Sections 4.01 or 4.14 of the
MPG Holdings Pledge Agreement; any Obligor shall default in the performance of
Section 7 of Amendment No. 4 and Waiver No. 2 hereto; or any Obligor
shall default in the performance of any of its other obligations in any other
Loan Document and such default shall continue unremedied for a period of thirty
days; or
  (e)  The
Borrower or any Guarantor shall admit in writing its inability to, or be
generally unable to, pay its debts as such debts become due; or
  (f)  The
Borrower or any Guarantor shall (i) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee, examiner or
liquidator of itself or of all or a substantial part of its Property, (ii) make
a general assignment for the benefit of its creditors, (iii) commence a
voluntary case under the Bankruptcy Code, (iv) file a petition seeking to take
advantage of any other law relating to bankruptcy, insolvency, reorganization,
liquidation, dissolution, arrangement or winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the Bankruptcy Code or (vi) take any corporate action for
the purpose of effecting any of the foregoing; or
  (g)  A
proceeding or case shall be commenced, without the application or consent of the
Borrower or any Guarantor, in any court of competent jurisdiction, seeking (i)
its reorganization, liquidation, dissolution, arrangement or winding-up, or the
composition or readjustment of its debts, (ii) the appointment of a receiver,
custodian, trustee, examiner, liquidator or the like of the Borrower or such
Guarantor or of all or any substantial part of its Property, or (iii) similar
relief in respect of the Borrower or such Guarantor under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
of debts, and such proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be entered
and continue unstayed and in effect, for a period of 60 or more days; or an
order for relief against the Borrower or such Guarantor shall be entered in an
involuntary case under the Bankruptcy Code; or
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  (h)  A
final judgment or judgments for the payment of money in excess of $5,000,000 in
the aggregate (exclusive of judgment amounts fully covered by insurance where
the insurer has admitted liability in respect of such judgment) or in excess of
$50,000,000 in the aggregate (regardless of insurance coverage) shall be
rendered by one or more courts, administrative tribunals or other bodies having
jurisdiction against the Borrower or any Guarantor and the same shall not be
discharged (or provision shall not be made for such discharge), or a stay of
execution thereof shall not be procured, within 30 days from the date of entry
thereof and the Borrower or the relevant Guarantor shall not, within said period
of 30 days, or such longer period during which execution of the same shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or
  (i)  An
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect;
  (j)  A
reasonable basis shall exist for the assertion against MCC,
the Borrower or any of itstheir
respective Subsidiaries of (or there shall have been asserted against
MCC,
the Borrower or any of itstheir
respective Subsidiaries) claims or liabilities, whether accrued, absolute
or contingent, based on or arising from the generation, storage, transport,
handling or disposal of Hazardous Materials by MCC,
the Borrower or any of itstheir
respective Subsidiaries or Affiliates or any predecessor in interest of
MCC,the Borrower or any of itstheir
respective Subsidiaries or Affiliates or relating to any site or facility
owned, operated or leased by MCC,
the Borrower or any of itstheir
respective Subsidiaries or Affiliates which claims or liabilities
(insofar as they are payable by MCC,
the Borrower or any of itstheir
respective Subsidiaries, but after deducting any portion thereof which is
reasonably expected to be paid by other creditworthy Persons jointly and
severally liable therefor), in the judgment of the Required Lenders are
reasonably likely to be determined adversely to MCC,
the Borrower or any of itstheir
respective Subsidiaries and the amount thereof is, singly or in the
aggregate, reasonably likely to have a Material Adverse Effect; or
  (k)  (i)
Shivers shall cease to own at least 65% of the equity interests of Holdings (or
shall cease to own at least 65% of the aggregate voting power of Holdings), (ii)
MCC shall cease to be a Wholly Owned Subsidiary of Holdings, (iii) the Borrower
shall cease to be a Wholly Owned Subsidiary of MCC or (iv) Holdings shall grant
any Lien on, the respective ownership interests held by them in Holdings and MCC
(other than any Lien pursuant to the Pledge Agreement); or (k)  a
Borrower Change in Control shall occur; or
  (l)  An
aggregate of at least 51% of the issued and outstanding shares of stock (of each
class) of Shivers shall cease to be owned, collectively, by (i) William S.
Morris III, his spouse, his children or his grandchildren, (ii) a trust for the
benefit of William S. Morris III, his spouse, his children or his grandchildren,
which trust is under the control of William S. Morris III, his spouse, his
children or his grandchildren or (iii) a partnership, corporation or limited
liability company whichis
controlled by (and the partnership interests in which are owned by) William S.
Morris III, his spouse or his children or his grandchildren or their spouses or
by a trust referred to in the foregoing clause;
or
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  (l)  an
MCC Change in Control shall occur; or
  (m)  The
Operating Agreement shall be modified without the prior consent of the
Administrative Agent (with the approval of the Required Lenders) in any manner
that would adversely affect the obligations of the Borrower, or the rights of
the Lenders or the Administrative Agent, hereunder or under any of the other
Loan Documents; or
  (n)  The
Liens created by the Security Documents shall at any time not constitute a valid
and perfected Lien on the collateral intended to be covered thereby (to the
extent perfection by filing, registration, recordation or possession is required
herein or therein) in favor of the Administrative Agent, free and clear of all
other Liens (other than Liens permitted under the respective Security
Documents), excluding, however, collateral deemed by the Administrative Agent
not to be material in relation to the collateral security provided as a whole by
the Security Documents, or, except for expiration in accordance with its terms,
any of the Security Documents shall for whatever reason be terminated or cease
to be in full force and effect, or the enforceability thereof shall be contested
by the Borrower or MCC,
  then, and
in every such event (other than an event with respect to the Borrower described
in clause (f) or (g) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (f) or (g) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.
   ARTICLE
VIII
   THE
ADMINISTRATIVE AGENT
   Each of
the Lenders hereby irrevocably appoints the Administrative Agent as its agent
hereunder and under the other Loan Documents and authorizes the Administrative
Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental
thereto.
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  The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent, and such Person and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with MCC,
the Borrower or any Subsidiary or other Affiliate thereof as if it were
not the Administrative Agent hereunder.
  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, (b) the Administrative Agent shall not
have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise in writing by the Required Lenders, and (c) except as expressly set
forth herein and in the other Loan Documents, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to MCC,
the Borrower or any of itstheir
respective Subsidiaries that is communicated to or obtained by the bank
serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders or in the absence of its own gross negligence or willful
misconduct.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until written notice thereof is given to the
Administrative Agent by the Borrower or a Lender, and the Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i)
any statement, warranty or representation made in or in connection with this
Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article IV or
elsewhere herein or therein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.
  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.
  The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.
  The
Administrative Agent may resign at any time by notifying the Lenders and the
Borrower.  Upon any such resignation, the Required Lenders shall have
the right, in consultation with the Borrower, to appoint a
successor.  If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent’s resignation shall nonetheless become effective
and (1) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and (2) the Required Lenders shall perform the duties
of the Administrative Agent (and all payments and communications provided to be
made by, to or through the Administrative Agent shall instead be made by or to
each Lender directly) until such time as the Required Lenders appoint a
successor agent as provided for above in this paragraph.  Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder (if not already discharged therefrom as provided above in
this paragraph).  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for its
benefit in respect of any actions taken or omitted to be taken by it while it
was acting as Administrative Agent.
  Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Loan Document or
any related agreement or any document furnished hereunder or
thereunder.
  Except as
otherwise provided in Section 9.02(b) with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Required Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the Loan Documents, provided
that, without the prior consent of each Lender, the Administrative Agent shall
not (except as provided herein or in the Security Documents) release all or a
material portion of the collateral or otherwise terminate all or a material
portion of the Liens under any Security Document providing for collateral
security, agree to additional obligations (other than Incremental Term
Loans hereunder, including any increase therein to which the Required Lenders
shall have consented) being secured by all or a material portion of all of such
collateral security (unless the Lien for such additional obligations shall be
junior to the Lien in favor of the other obligations secured by such Security
Document, in which event the Administrative Agent may consent to such
junior
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  Lien provided that it
obtains the consent of the Required Lenders thereto), alter the relative
priorities of the obligations entitled to the benefits of the Liens created
under the Security Documents with respect to all or a material portion of such
collateral, except that no such consent shall be required, and the
Administrative Agent is hereby authorized, to release any Lien covering property
that is the subject of either a disposition of property permitted hereunder or a
disposition to which the Required Lenders have consented,
or is owned by a Subsidiary that is designated as an Unrestricted Subsidiary in
compliance with the provisions of Section 6.11..
  In
addition, without the prior consent of each Lender, the Administrative Agent
shall not release MCC or any Subsidiary Guarantor that is a Newspaper Entity
from its Guarantee under the Security and Guarantee Agreement, provided
that if all the capital stock of any such Subsidiary Guarantor is sold to any
Person that is not an Affiliate of the Borrower or MCC pursuant to a disposition
permitted hereunder or to which the Required Lenders have consented, or
the respective Subsidiary is designated as an Unrestricted Subsidiary in
compliance with the provisions of Section 6.11,the Guarantee of such
Subsidiary Guarantor and its Wholly Owned Subsidiaries under the Security and
Guarantee Agreement may be terminated (and the Administrative Agent is hereby
authorized, in such circumstances, to terminate any such
Guarantee).
  No
Syndication Agent or Documentation Agent, in its respective capacity as such,
shall have any duties or responsibilities under this Agreement or any other Loan
Document.
   ARTICLE
IX
   MISCELLANEOUS
   SECTION
9.01.  Notices
  (a)  Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:
  (i)  if
to MCC or the Borrower, to MCC or the Borrower at Morris Publishing Group, LLC,
725 Broad Street, Augusta, Georgia  30901, Attention of William S.
Morris IV (Telecopy No. (706) 722-7125; Telephone No. (706) 823-3333), with a
copy to Morris Communications Company, LLC, 725 Broad Street, Augusta,
Georgia  30901, Attention of Craig S. Mitchell (Telecopy No. (706)
722-7125; Telephone No. (706) 823-3236);
  (ii)  if
to the Administrative Agent, to JPMorgan Chase Bank, N.A., 1111 Fannin, Floor
10, Houston, Texas  77002, Attention of Melanie Pipkins, Loan and
Agency Services Group (Telecopy No. (713) 750-2857; Telephone No. (713)
750-2666), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, 36th Floor,
New York, New York 10017, Attention of Peter Thauer (Telecopy No. (212)
270-4584; Telephone No. (212) 270-6289); and
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  (iii)  if
to a Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.
  (b)  Electronic
Notification.  Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communications pursuant to
procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable
Lender.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided
that approval of such procedures may be limited to particular notices or
communications.
  (c)  Modifications
to Notice Provisions.  Any party hereto may change its address
or telecopy number for notices and other communications hereunder by notice to
the other parties hereto (or, in the case of any such change by a Lender, by
notice to the Borrower and the Administrative Agent).  All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of
receipt.
  SECTION 9.02.  Waivers;
Amendments.
  (a)  No
Deemed Waivers; Remedies Cumulative.  No failure or delay by
the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power.  The rights and
remedies of the Administrative Agent and the Lenders hereunder are cumulative
and are not exclusive of any rights or remedies that they would otherwise
have.  No waiver of any provision of this Agreement or consent to any
departure by the Borrower therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) of this Section, and then such waiver
or consent shall be effective only in the specific instance and for the purpose
for which given.  Without limiting the generality of the foregoing,
the making of a Loan shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent or any Lender may have had notice
or knowledge of such Default at the time.
  (b)  Amendments.  Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by
the Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided
that no such agreement shall
  (i)  increase
any Commitment of any Lender without the written consent of such
Lender,
  (ii)  reduce
the principal amount of any Loan or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby,
  (iii)  postpone
the scheduled date of payment of the principal amount of any Loan, or any
interest thereon, or any fees payable hereunder, or reduce the amount of, waive
or excuse any such
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  payment,
or postpone the scheduled date of expiration of any Commitment, without the
written consent of each Lender affected thereby,
  (iv)  change
Section 2.15(d) without the consent of each Lender affected thereby,
or
  (v)  change
any of the provisions of this Section or the percentage in the definition of the
term “Required Lenders” or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the written
consent of each Lender, provided further
that no such agreement shall amend, modify or otherwise affect the rights or
duties of the Administrative Agent hereunder without the prior written consent
of the Administrative Agent.
  Anything
in this Agreement to the contrary notwithstanding, no waiver or modification of
any provision of this Agreement that has the effect (either immediately or at
some later time) of enabling the Borrower to satisfy a condition precedent to
the making of a Loan of any Class shall be effective against the Lenders of such
Class for purposes of the Commitments of such Class unless the Required Lenders
of such Class shall have concurred with such waiver or modification, and no
waiver or modification of any provision of this Agreement or any other Loan
Document that could reasonably be expected to adversely affect the Lenders of
any Class in a manner that does not affect all Classes equally shall be
effective against the Lenders of such Class unless the Required Lenders of such
Class shall have concurred with such waiver or modification.
  For
purposes of this Section, the “scheduled date of payment” of any amount shall
refer to the date of payment of such amount specified in this Agreement, and
shall not refer to a date or other event specified for the mandatory or optional
prepayment of such amount.  In addition, whenever a waiver, amendment
or modification requires the consent of a Lender “affected” thereby, such
waiver, amendment or modification shall, upon consent of such Lender, become
effective as to such Lender whether or not it becomes effective as to any other
Lender, so long as the Required Lenders consent to such waiver, amendment
or modification as provided above.
  SECTION 9.03.  Expenses;
Indemnity; Damage Waiver.
  (a)  Costs
and Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket
expenses incurred by the Administrative Agent or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, or any
Lender, in connection with the enforcement or protection of its rights in
connection with this Agreement and the other Loan Documents, including its
rights under this Section, or in connection with the Loans made hereunder,
including in connection with any workout, restructuring or negotiations in
respect thereof and (iii) and all costs, expenses, taxes, assessments and other
charges incurred in connection with any filing, registration, recording
or
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  perfection
of any security interest contemplated by any Security Document or any other
document referred to therein.
  (b)  Indemnification
by the Borrower.  The Borrower shall indemnify the
Administrative Agent and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by MCC,
the Borrower or any of itstheir
respective Subsidiaries or any Environmental Claim related in any way to
MCC,
the Borrower or any of itstheir
respective Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses resulted from
the gross negligence or willful misconduct of such Indemnitee.
  (c)  Reimbursement
by Lenders.  To the extent that the Borrower fails to pay any
amount required to be paid by it to the Administrative Agent under paragraph (a)
or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent such Lender’s Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided
that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.
  (d)  Waiver
of Consequential Damages, Etc.  To the extent permitted by
applicable law, the Borrower shall not assert, and hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the
use of the proceeds thereof.
  (e)  Payments.  All
amounts due under this Section shall be payable promptly after written demand
therefor.
  SECTION 9.04.  Successors
and Assigns.
  (a)  Assignments
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void) and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this
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  Section.  Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the
affiliates, directors, officers, employees, attorneys and agents of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.
  (b)  Assignments
by Lenders.
  (i)  Assignments
Generally.  Subject to the conditions set forth in clause (ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Revolving Credit Commitment, and the Loans, at the time held by it) with the
prior written consent (such consent not to be unreasonably withheld or delayed)
of:
  (A)  the
Borrower, provided
that no consent of the Borrower shall be required for an assignment to a Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default under
Section 7(a), 7(f) or 7(g) hereof shall have occurred and is continuing, any
other assignee; and
  (B)  the
Administrative Agent, provided
that no consent of the Administrative Agent shall be required for (x) an
assignment of any Term Loans or (y) an assignment of any Revolving Credit Loans
or Revolving Credit Commitments to an assignee that is a Lender with a Revolving
Credit Commitment immediately prior to giving effect to such
assignment.
  (ii)  Certain
Conditions to Assignments.  Assignments shall be subject to the
following additional conditions:
  (A)  except
in the case of an assignment to a Lender or an Affiliate of a Lender, or an
assignment of the entire remaining amount of the assigning Lender’s Revolving
Credit Commitment (together with all Revolving Credit Loans) or Term Loans, the
amount of the Revolving Credit Commitment or Term Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent) shall not be less than U.S. $5,000,000 (or less than $1,000,000 in the
case of any assignment of Term Loans) unless each of the Borrower and the
Administrative Agent otherwise consent, provided
that no such consent of the Borrower shall be required if an Event of Default
under Section 7(a), 7(f) or 7(g) hereof has occurred and is
continuing;
  (B)  each
partial assignment of any Revolving Credit Commitment or Term Loans shall be
made as an assignment of a proportionate part of all the assigning Lender’s
rights and obligations under this Agreement in respect of such Commitment
(together with a proportionate part of the outstanding Revolving Credit Loans)
and Term Loans;
  (C)   the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption in substantially the form of Exhibit A, together
with a processing and recordation fee of U.S. $3,500; and
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  (D)  the
assignee, if it shall not already be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.
  (iii)  Effectiveness
of Assignments.  Subject to acceptance and recording thereof
pursuant to paragraph (c) below, from and after the effective date specified in
each Assignment and Assumption the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Agreement (and, in the case of an Assignment and Assumption covering all of the
assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the rights
referred to in Section 9.05).  Any assignment or transfer by a Lender
of rights or obligations under this Agreement that does not comply with this
Section shall be treated for purposes of this Agreement as a sale by such Lender
of a participation in such rights and obligations in accordance with paragraph
(e) below.
  (c)  Maintenance
of Register by the Administrative Agent.  The Administrative
Agent, acting for this purpose as an agent of the Borrower, shall maintain at
one of its offices in New York City a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Revolving Credit Commitment of, and principal amount of the
Loans held by, each Lender pursuant to the terms hereof from time to time (the
“Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.
  (d)  Acceptance
of Assignments by Administrative Agent.  Upon its receipt of a
duly completed Assignment and Assumption executed by an assigning Lender and an
assignee, the assignee’s completed Administrative Questionnaire (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) above and any written consent to such
assignment required by said paragraph (b), the Administrative Agent shall accept
such Assignment and Assumption and record the information contained therein in
the Register.  No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph (d).
  (e)  Participations.  Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”)
in all or a portion of such Lender’s rights and obligations under this Agreement
and the other Loan Documents (including all or a portion of its Revolving Credit
Commitments and the Loans held by it); provided
that (i) such Lender’s obligations under this Agreement and the other Loan
Documents shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement and the other
Loan
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  Documents.  Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and the other Loan Documents and to approve any amendment,
modification or waiver of any provision of this Agreement or any other Loan
Document; provided
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (f) below, the Borrower agrees that
each Participant shall be entitled to the benefits of Section 2.12, 2.13 and
2.14 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) above.  To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section
2.15(d) as though it were a Lender, provided such Participant agrees to be
subject to Section 2.15(d) as though it were a Lender hereunder.
  (f)  Limitations
on Rights of Participants.  A Participant shall not be entitled
to receive any greater payment under Section 2.12 or 2.14 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.14 unless the Borrower is notified of the
participation sold to such Participant and such Participant agrees, for the
benefit of the Borrower, to comply with Section 2.14(e) as though it were a
Lender.
  (g)  Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any such pledge or assignment to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such assignee for such
Lender as a party hereto.
  (h)  Disclosure
of Certain Information.  A Lender may furnish any information
concerning MCC,
the Borrower or any of itstheir
respective Subsidiaries in the possession of such Lender from time to
time to assignees and participants (including prospective assignees and
participants), subject, however, to the provisions of Section
9.12(b).
  (i)  No
Assignments toMCC,the Borrower or Affiliates.  Anything in this Section to the
contrary notwithstanding, no Lender may assign or participate any interest in
any Loan held by it hereunder to MCC,the Borrower or any of itstheir
respective Affiliates or Subsidiaries without the prior consent of each
Lender.
  SECTION
9.05.  Survival
  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that
the
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  Administrative
Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated.  The provisions of Sections 2.12, 2.13, 2.14
and 9.03 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.
  SECTION
9.06.  Counterparts;
Integration; Effectiveness
  This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract between and among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.  Delivery of an
executed counterpart of a signature page to
 this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.
  SECTION
9.07.  Severability
  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.
  SECTION
9.08.  Right
of Setoff
  If an
Event of Default shall have occurred and be continuing, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
against any of and all the obligations of the Borrower now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations may be unmatured.  The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.
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  SECTION 9.09.  Governing Law; Jurisdiction;
Etc.
  (a)  Governing
Law.  This Agreement shall be construed in accordance with and
governed by the law of the State of New York.
  (b)  Submission
to Jurisdiction.  The Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court.  Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.  Nothing in this Agreement shall
affect any right that the Administrative Agent or any Lender may otherwise have
to bring any action or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any jurisdiction.
  (c)  Waiver
of Venue.  The Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section.  Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.
  (d)  Service
of Process.  Each party to this Agreement irrevocably consents
to service of process in the manner provided for notices in Section
9.01.  Nothing in this Agreement will affect the right of any party to
this Agreement to serve process in any other manner permitted by
law.
  SECTION
9.10.  WAIVER
OF JURY TRIAL
  EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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  SECTION
9.11.  Headings
  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.
  SECTION 9.12.  Treatment
of Certain Information; Confidentiality.
  (a)  Treatment
of Certain Information.  The Borrower acknowledges that from
time to time financial advisory, investment banking and other services may be
offered or provided to MCC,
the Borrower or one or more of itstheir
respective Subsidiaries (in connection with this Agreement or otherwise)
by any Lender or by one or more subsidiaries or affiliates of such Lender and
the Borrower hereby authorizes each Lender to share any information delivered to
such Lender by MCC,
the Borrower and itstheir
respective Subsidiaries pursuant to this Agreement, or in connection with
the decision of such Lender to enter into this Agreement, to any such subsidiary
or affiliate, it being understood that any such subsidiary or affiliate
receiving such information shall be bound by the provisions of paragraph (b) of
this Section as if it were a Lender hereunder.  Such authorization
shall survive the repayment of the Loans, the expiration or termination of the
Commitments or the termination of this Agreement or any provision
hereof.
  (b)  Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (i) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (ii) to the extent requested or required by any
regulatory authority, including the National Association of Insurance
Commissioners, (iii) to the extent required by applicable laws or regulations or
by any subpoena or similar legal process, (iv) to any other party to this
Agreement, (v) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (vi) subject to an agreement containing provisions substantially the
same as those of this paragraph, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (vii) with the consent of the Borrower or (viii) to the
extent such Information (A) becomes publicly available other than as a result of
a breach of this paragraph or (B) becomes available to the Administrative Agent
or any Lender on a nonconfidential basis from a source other than the
Borrower.  For the purposes of this paragraph, “Information”
means all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided
that, in the case of information received from the Borrower after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.
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  SECTION
9.13.  USA
PATRIOT Act
  Each
Lender hereby notifies each Obligor that pursuant to the requirements of the USA
PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it
may be required to obtain, verify and record information that identifies such
Obligor, which information includes the names and addresses of such Obligor and
other information that will allow such Lender to identify such Obligor in
accordance with said Act.
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  IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
 MORRIS
      PUBLISHING GROUP, LLCU.S.
      Federal Tax Indentification No. 58-1445060By:Name:
      Craig S. MitchellTitle:
      Senior Vice President of Finance
   MORRIS
      COMMUNICATIONS COMPANY, LLCU.S.
      Federal Tax Indentification No. 58-1445060By:Name:
      Craig S. MitchellTitle:
      Senior Vice President of
Finance
 Annex Table of Contents
  LENDERS:
   JPMORGAN
      CHASE BANK, N.A.,Individually
      and as Administrative AgentBy:Name:Title:
   THE
      BANK OF NEW YORKBy:Name:Title:
   KEYBANK
      NATIONAL ASSOCIATIONBy:Name:Title:
   SUNTRUST
      BANKBy:Name:Title:
   WACHOVIA
      BANK, NATIONAL ASSOCIATIONBy:
      /s/Name:Title:
   BANK
      OF AMERICABy:
      /s/Name:Title:
   GENERAL
      ELECTRIC CAPITALBy:Name:Title:
  Annex Table of Contents
  LENDERS-continued:
 US
      BANKBy:Name:Title:
  WEBSTER
      BANKBy:Name:Title:
   SUMITOMO
      MITSUI BANKING CORPORATION,By:Name:Title:
   ALLIED
      IRISH BANKS, P.L.C.By:
      /s/Name:Title:
   COMERICA
      BANKBy:
      /s/Name:Title:
   FIRST
      TENNESSEE BANK, NATIONAL ASSOCIATIONBy:
      /s/Name:Title:
   MIZUHOBy:
      /s/Name:Title: