FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EX-10.1 2 d298651dex101.htm EXHIBIT 10.1 Exhibit 10.1

Exhibit 10.1

FIRST AMENDMENT TO SECOND

AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 8, 2012 (this “Amendment”), is by and among MEDIA GENERAL, INC. (the “Borrower”), a Virginia corporation, certain Lenders (as defined below) and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”) for itself and the other Lenders party to that certain Second Amended and Restated Credit Agreement, dated February 12, 2010 (as amended, supplemented, and restated or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among the Borrower, the lending institutions party thereto (the “Lenders”) and the Administrative Agent. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, the Borrower has requested amendments to, and a waiver of compliance with, certain provisions of the Credit Agreement for the time period commencing on the date hereof and ending on March 23, 2012; and

WHEREAS, the Borrower, the several Lenders party to this Amendment (which Lenders constitute the Required Total Lenders and the Required Revolver Lenders as required under the Credit Agreement to effect the amendments and waiver intended hereby) and the Administrative Agent have agreed to certain (a) amendments to modify certain terms and conditions of the Credit Agreement as specifically set forth in this Amendment, and (b) a limited waiver of compliance with a certain provision of the Credit Agreement for a specified period of time, in each case subject to the performance and observance in full of each of the covenants, terms and conditions, and in reliance upon all of the representations and warranties of the Borrower, set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower, the Required Total Lenders, the Required Revolver Lenders and the Administrative Agent hereby agree as follows:

§1.

Amendments to Credit Agreement.

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions thereto in proper alphabetical order:

“COLI Loan” means any “policy loan” or “premium loan” (as they may be defined in the COLI Policies) incurred or created by the Borrower or its Subsidiaries with respect to any of the COLI Policies (or any other similar or like arrangement whereby the Borrower or any of its Subsidiaries is able to access the cash value of any of the COLI Policies), and “COLI Loans” means all such loans and arrangements.

“COLI Policies” means all company-owned life insurance policies (or similar insurance policies), including those listed on Schedule 1.01(b).

“Disposition Repayments” means, for the period commencing February 1, 2012 and ending on any date of determination, the aggregate amount of all proceeds of Dispositions consummated by the Borrower or any Subsidiary consummated during such period, which such proceeds were used to reduce Total Outstandings.

“First Amendment” means that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of February 8, 2012, among the Borrower, the Lenders party thereto and the Administrative Agent.

“First Amendment Effective Date” means the date that all conditions of effectiveness set forth in §6 of the First Amendment are satisfied.

“Proposed Dispositions” means those Dispositions which are pending or contemplated to be consummated prior to March 23, 2012, in each case only to the extent that such Dispositions are expected to generate, in any one transaction or in any series of related transactions, gross cash proceeds in excess of $75,000.

(b) The following sentence is hereby added to the end of the definition of “Indebtedness” set forth in Section 1.01 of the Credit Agreement to read as follows:

For all purposes hereof, the Indebtedness of any Person shall not, to the extent applicable, include any COLI Loans of such Person.

Section 5.21 COLI Policies and COLI Loans. The Borrower is the sole owner and beneficiary of each of the COLI Policies. The Borrower and its Subsidiaries have no COLI Policies or COLI Loans except those listed on Schedule 1.01(b). To the best knowledge of the Borrower, Schedule 1.01(b) sets forth a complete and accurate list of all COLI Policies and COLI Loans of the Borrower and its Subsidiaries with detail thereof, including, without limitation, with respect to each COLI Policy and each COLI Loan, the name of the insurance company, the death benefit amount, the cash surrender value, the policy number, the outstanding amount of the COLI Loan associated therewith (if any) and the net cash value, in each case as they exist as of the First Amendment Effective Date (except the cash surrender value and the net cash value which will be as of December 31, 2011).

(d) Article V of the Credit Agreement is hereby amended by adding a new Section 5.22 thereto to read as follows:

Section 5.22 Proposed Dispositions. Schedule 1.01(c) sets forth a complete and accurate list of all Proposed Dispositions as of the First Amendment Effective Date.

(e) Article V of the Credit Agreement is hereby amended by adding a new Section 5.23 thereto to read as follows:

Section 5.23 Certain Representations. As of December 2011 fiscal year end, EBITDA was $89,384,474.01. As of December 25, 2011, Indebtedness of the Borrower and its Subsidiaries on a consolidated basis (as calculated in determining the Leverage Ratio) was $664,079,939.48. As of December 25, 2011, the Leverage Ratio was 7.43:1.00.

-2-

(f) Article VI of the Credit Agreement is hereby amended by adding a new Section 6.21 thereto to read as follows:

6.21

COLI Policies and COLI Assignments.

(a) From and after the First Amendment Effective Date, diligently and in good faith take all commercially reasonable action to provide to the Administrative Agent:

(i) as soon as possible (and only to the extent not previously provided to the Administrative Agent), a complete copy of each COLI Policy;

(ii) prior to March 14, 2012 (and only to the extent not previously provided to the Administrative Agent), the original of each COLI Policy;

(iii) on March 14, 2012, deliver a certificate of a Responsible Officer certifying that

(A) with respect to each COLI Policy the original of which has not been delivered to the Administrative Agent, the Borrower has made commercially reasonable efforts to locate such original or provide a replacement original of such COLI Policy and has not been able obtain either such original or provide such replacement;

(B) with respect to each COLI Policy and COLI Loan, to the best of its knowledge, all information previously provided to the Administrative Agent and/or disclosed on the Schedules to the Loan Documents or otherwise in connection with the First Amendment with respect to such COLI Policy and COLI Loan is true and accurate except as updated by information included in such certificate; and

(C) with respect to each COLI Policy a copy of which has not been delivered to the Administrative Agent, the Borrower has made commercially reasonable efforts to locate a copy of such COLI Policy and has not been able obtain a copy of such COLI Policy;

(b) Prior to March 14, 2012 (provided that, if the Borrower has been diligently exercising good faith efforts (as determined by the Administrative Agent in its sole discretion) and submits a request in writing to the Administrative Agent, the Administrative Agent may in its sole discretion grant an extension until a later date) deliver to the Collateral Agent assignments of each of the COLI Policies in favor of the Collateral Agent for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement) in form and substance reasonably satisfactory to the Administrative Agent and acknowledged and agreed to by the insurance companies for each of the COLI Policies; and

-3-

(c) On March 14, 2012 and thereafter, continue to use commercially reasonable efforts (taking into account such actions taken prior to such date) to locate (or obtain, as applicable) and promptly thereafter provide to the Administrative Agent:

(i) with respect to each COLI Policy the original of which has not been delivered to the Administrative Agent, such original or a replacement original of such COLI Policy;

(ii) additional information supplementing or correcting information previously provided to the Administrative Agent and/or disclosed on the Schedules to the Loan Documents or otherwise in connection with the First Amendment with respect to such COLI Policy and COLI Loan; and

(iii) with respect to each COLI Policy a copy of which has not been delivered to the Administrative Agent, a copy of such COLI Policy.

(g) Article VI of the Credit Agreement is hereby amended by adding a new Section 6.22 thereto to read as follows:

6.22 Cash Flow Reporting. Deliver to the Administrative Agent and each Lender:

(a) on or prior to February 29, 2012, a 13-week cash flow forecast, in form and detail acceptable to the Administrative Agent and its advisors, and

(b) every two weeks thereafter on or before the third Business Day of that week, a 13-week cash flow forecast for the following 13-week period, together with a reconciliation of the forecasts delivered under this Section.6.22 to actual performance, in each case in form and detail acceptable to the Administrative Agent and its advisors.

(h) Section 7.01 of the Credit Agreement is hereby amended by (i) deleting “;” at the end of clause (j) thereof, (ii) replacing “.” at the end of clause (k) thereof with “; and” and (iii) adding a new clause (l) thereto to read as follows:

(l) Liens on the COLI Policies to secure the COLI Loans made pursuant to such policy (to the extent such Liens exist), in each case (i) in favor of the insurance company issuing such COLI Policy for the amount of such COLI Loan made pursuant to such policy, (ii) only to the extent such Lien is in existence as of the First Amendment Effective Date, and (iii) securing only the COLI Loans in existence as of the First Amendment Effective Date in an amount not in excess of the amount of such COLI Loans as of the First Amendment Effective Date.

(i) Section 7.11(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

-4-

(a) Maximum Leverage Ratio. Permit the Leverage Ratio at any time during any period set forth below to be greater than the ratio set forth below opposite such period:


Period		Maximum Leverage Ratio
December 28, 2009 through March 28, 2010		6.50 to 1.00
March 29, 2010 through June 27, 2010		6.80 to 1.00
June 28, 2010 through September 26, 2010		7.60 to 1.00
September 27, 2010 through December 26, 2010		7.60 to 1.00
December 27, 2010 through March 27, 2011		7.50 to 1.00
March 28, 2011 through June 26, 2011		7.75 to 1.00
June 27, 2011 through September 25, 2011		8.00 to 1.00
September 26, 2011 through December 25, 2011		7.75 to 1.00
December 26, 2011 through March 23, 2012		7.60 to 1.00
March 24, 2012 through June 24, 2012		6.75 to 1.00
June 25, 2012 through September 23, 2012		6.00 to 1.00
September 24, 2012 through December 30, 2012 and thereafter		5.50 to 1.00

Notwithstanding any provision herein to the contrary, for purposes of calculating the Leverage Ratio at any time during the period of December 26, 2011 through March 23, 2012 only, (i) EBITDA used in such calculation shall be $89,384,474.01 and (ii) on each such date of determination, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be the sum of (A) Indebtedness of the Borrower and its Subsidiaries on a consolidated basis as of such date as determined in accordance with clause (a) of the definition of “Leverage Ratio” in this Agreement plus (B) the aggregate amount of Disposition Repayments.

(j) Article VII of the Credit Agreement is hereby amended by adding a new Section 7.16 thereto to read as follows:

7.16 COLI Policies and COLI Loans.

(a) Repay or prepay any COLI Loans, or make or permit any other replenishment of cash in any of the COLI Policies, at any time for any reason until repayment in full of the Loans and termination of Commitments, provided that the Borrower may pay (in each case below, only as to the extent that the aggregate amount of such payments made after the First Amendment Effective Date but prior to March 23, 2012 do not exceed $1,500,000): (i) administrative fees for the administration of all of the COLI Policies, paid to a third-party administrator that is not an Affiliate of the Borrower or any of its Subsidiaries as required pursuant to agreements as they exist on January 1, 2012 (or pursuant to any successor agreement with a different third-party administrator that is not an Affiliate of the Borrower or any of its Subsidiaries on terms that are not materially different from the terms of such agreements existing on January 1, 2012), and (ii) interest payments on the COLI Loans and premium payments on the COLI Policies, but only to the extent that (x) such payments are (A) required to be made and (B) made no earlier than the last date such payment may be made, in each case of (A) and (B) preceding pursuant to the terms of the COLI Policies as they exist on January 1, 2012 and (y) there is no other provision for payment of such interest or premiums pursuant to the COLI Policies as they exist on January 1, 2012 (such as an increase of the principal amount of the policy loan, a netting provision against the cash value or death benefit, or self-funding premiums);

-5-

(b) Make or permit any change to

(i) any of the COLI Policies,

(ii) any of the COLI Loans,

(iii) any of the elections of the Borrower or any of its Subsidiaries under the COLI Policies with respect to either the COLI Policies or the COLI Loans, or

(iv) any documentation, terms or conditions related to either the COLI Policies or the COLI Loans;

provided that, so long as the Borrower notifies the Administrative Agent promptly thereafter, the Borrower may make immaterial administrative changes to the COLI Policies necessary for the continued administration of the COLI Policies; or

(c) Create, incur, purchase, assume, enter into or suffer to exist new company-owned life insurance policies, or other insurance products having similar or like features, of the Borrower or its Subsidiaries, that are not (i) in existence as of the First Amendment Effective Date and (ii) disclosed on Schedule 1.01(b).

(k) Section 8.01(b) of the Credit Agreement is hereby amended by adding a new clause (iii) thereto to read as follows:

(iii) The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.21 or 6.22; or

(l) Section 10.06(b)(iii)(A) of the Credit Agreement is hereby amended by deleting the “of” in the third line thereof appearing immediately before subclause (2) thereof and replacing it with “or”.

§2. Amendment to Schedule 5.08(b). Schedule 5.08(b) to the Credit Agreement is hereby deleted in its entirety and a new Schedule 5.08(b) is hereby added in its entirety in the form attached hereto as Schedule 5.08(b) to this Amendment.

§3. Amendment to Add a New Schedule 1.01(b) to Credit Agreement. A new Schedule 1.01(b) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 1.01(b) to this Amendment.

§4. Amendment to Add a New Schedule 1.01(c) to Credit Agreement. A new Schedule 1.01(c) to the Credit Agreement is hereby added in its entirety in the form attached hereto as Schedule 1.01(c) to this Amendment.

§5. Amendment of Exhibit E to Credit Agreement. Exhibit E to the Credit Agreement is hereby deleted in its entirety and a new Exhibit E is hereby added in its entirety in the form attached hereto as Exhibit E to this Amendment.

-6-

§6. Limited Waiver. Subject to the conditions of effectiveness set forth in §6 hereof, the Administrative Agent and the Required Total Lenders hereby agree, on a one-time only basis, to waive compliance by the Borrower with the terms of Section 6.02(c) for the second fiscal quarter of 2012 commencing March 26, 2012 only (requiring a certificate to be delivered no later than February 9, 2012) until March 24, 2012. This Waiver of compliance (a) is limited to the period of time from the First Amendment Effective Date through March 23, 2012, (b) only applies to the requirements of Section 6.02(c) for the specified fiscal quarter and specified period of time and (c) shall not, by implication or otherwise, (i) constitute a waiver of or consent to not comply with any other provision of the Credit Agreement or any other Loan Document and (ii) relate to any other fiscal quarter, period of time or other requirement. It is specifically acknowledged and agreed by the Borrower that this limited waiver is only effective through March 23, 2012 and the certificate required by Section 6.02(c) with respect to the second fiscal quarter of the Borrower commencing March 26, 2012 is hereby required to be delivered no later than March 24, 2012.

§7. Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above upon the satisfaction of the following conditions:

(a) no Default has occurred and is continuing, and no Default will result from the execution, delivery and performance by the Borrower of this Amendment, the other Loan Documents or from the consummation of the transactions contemplated herein;

(b) the Administrative Agent shall have received a counterpart signature page to this Amendment, duly executed and delivered by the Borrower, each Guarantor, each Loan Party, the Required Total Lenders and the Required Revolver Lenders;

(c) the Administrative Agent shall have received five-week liquidity projections generated by the Borrower and its advisors, which such projections shall be in form and substance satisfactory to the Administrative Agent, Capstone Advisory Group, LLC (“Capstone”) and the Required Total Lenders;

(d) the Administrative Agent shall have received updates to all schedules to all Loan Documents in form and substance satisfactory to the Administrative Agent and the Required Total Lenders;

(e) the Collateral Agent shall have received a blanket assignment of all COLI Policies in favor of the Collateral Agent for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement) in form and substance satisfactory to the Administrative Agent and the Required Total Lenders (hereafter, the “Master Assignment”);

(f) the Administrative Agent shall have received evidence that the Borrower has commenced, in good faith, to obtain assignments in favor of the Collateral Agent for the benefit of the Senior Secured Parties (as defined in the Intercreditor Agreement) agreed to by the insurance companies for each of the COLI Policies in form and substance reasonably satisfactory to the Collateral Agent;

(g) the Collateral Agent (on behalf of the Secured Parties) shall have received a grant of a Lien on any other assets disclosed in Schedule updates to the Loan Documents;

-7-

(h) the Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent, the Required Revolver Lenders and the Required Total Lenders an executed Compliance Certificate in the form attached hereto as Exhibit E, computed as of the First Amendment Effective Date (using actual 2011 fiscal year-end EBITDA in the amount of $89,384.474.01) and demonstrating compliance with the terms of the Credit Agreement as amended hereby;

(i) the Borrower shall have paid all invoiced fees and expenses of (i) the Administrative Agent’s counsel, Winstead PC, (ii) Capstone and (iii) all other costs and expenses of the Administrative Agent;

(j) the Administrative Agent shall have received, in form and substance reasonably acceptable to it, a certificate of each Loan Party dated as of the First Amendment Effective Date signed by a Responsible Officer of such Loan Party (x) certifying and attaching the authorizing resolutions adopted by such Loan Parties, and (y) in the case of the Borrower, certifying that, before and after giving effect to this Amendment, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct on and as of the First Amendment Effective Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date), and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, (B) after giving effect to this Amendment, the Borrower is in compliance with each of the financial covenants contained in Section 7.11 of the Credit Agreement and (C) no Default shall have occurred and be continuing;

(k) the Administrative Agent and the Lenders shall have received a legal opinion of counsel to the Loan Parties, which shall be in form, scope and substance reasonably satisfactory to the Administrative Agent and Required Total Lenders;

(l) the representations and warranties set forth in this Amendment shall be true and correct as of the date of this Amendment (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date);

(m) the Administrative Agent shall have received such financial and other information requested by the Administrative Agent, Capstone, any Lender or counsel to the Administrative Agent or any Lender;

(n) the Administrative Agent shall have received, for the pro rata account of the Lenders (including Bank of America and its Affiliates, in each case in its role as a Lender as applicable) timely executing and delivering a signature page to this Amendment, an amendment fee equal to five basis points (0.05%) of the Commitment of, and outstanding principal amount of the Term Loans held by, each such Lender;

(o) with respect to each COLI Policy and COLI Loan set forth on Schedule 1.01(b), a certificate of a Responsible Officer in form and substance satisfactory to the Administrative Agent, certifying, to the best of the Borrower’s knowledge, as to the accuracy of the following information attached to a schedule thereto: name of the insurance company, the name of the insured, the death benefit amount, the cash surrender value, the policy number, the outstanding amount of the COLI Loan associated therewith (if any), the net cash value, the interest rate associated with such COLI Loan and the aggregate amount of accrued and unpaid interest with respect to each COLI Loan, in each case as they exist as of the First Amendment Effective Date (except the cash surrender value, net cash value and accrued and unpaid interest which will be as of December 31, 2011); and

-8-

(p) the Administrative Agent shall have received such additional information regarding the Loan Parties and/or their assets and properties as reasonably requested by the Administrative Agent or any Lender, and confirmations, affirmations or amendments to any of the Loan Documents by the applicable Loan Parties, in each case reasonably acceptable to the Administrative Agent and the Required Total Lenders.

§8. Affirmation of Borrower. The Borrower hereby affirms its Obligations under the Credit Agreement, each of the other Loan Documents to which each is a party, and hereby affirms its absolute and unconditional promise to pay to the Lenders the Loans and all other amounts due under the Credit Agreement (as amended hereby) and the other Loan Documents.

§9. Representations and Warranties. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date of this Amendment:

(a) (i) the Borrower has full power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly executed and delivered by the Borrower, and (iii) this Amendment and the Credit Agreement, as amended hereby, and each of the Loan Documents (and amendments, restatements and substitutions therefore in connection with this Amendment) constitute the legal, valid and binding obligations of the Borrower and each of the other Loan Parties, enforceable in accordance with the terms hereof (subject as to enforcement of remedies to any applicable bankruptcy, reorganization, moratorium, or other laws or principles of equity affecting the enforcement of creditors’ rights generally);

(b) the execution and delivery by the Borrower of this Amendment, and the performance by the Borrower of this Amendment and the Credit Agreement, as amended hereby, and each of the Loan Documents (and amendments, restatements and substitutions therefore in connection with this Amendment) are within the corporate authority of the Borrower and have been duly authorized by all necessary corporate proceedings;

(c) no Default has occurred and is continuing, and no Default will result from the execution, delivery and performance by the Borrower of this Amendment, the other Loan Documents or from the consummation of the transactions contemplated herein;

(d) each of the representations and warranties set forth in the Credit Agreement as amended hereby and other Loan Documents are true and correct on the date hereof both before and after giving effect to this Amendment, except that any representations and warranties made as of a specific date are true and correct as of such date;

(e) the Credit Agreement, as amended hereby, and the other Loan Documents remain in full force and effect;

(f) neither the execution, delivery and performance of this Amendment or the Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Law, (ii) Organization Documents of the Borrower or any other Loan Party, (iii) the Loan Documents, (iv) the Indenture Documentation, (v) the Intercreditor Agreement, or (vi) any indenture, agreement or other instrument to which the Borrower or any of its property is subject;

-9-

(g) (i) none of the (x) amendments to the Credit Agreement set forth herein or the amendments, restatements and substitutions of the other Loan Documents in connection with this Amendment, or (y) the Master Assignment requires the consent, approval or authorization of, or filing with or notice to, any Noteholder Secured Party or the Applicable Authorized Representative (as those terms are defined in the Intercreditor Agreement) and (ii) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not previously obtained on or before the date hereof is required for the execution, delivery or performance by the Borrower of this Amendment or the other Loan Documents;

(h) no report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Amendment or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made when read in conjunction with the latest audited financial statements delivered to the Lenders under Section 6.01(a), not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time;

(i) neither the Borrower nor any other Loan Party has any claim, offset, counterclaim, or defense with respect to (i) the payment of the Obligations; (ii) the payment of any other sums due under the Loan Documents; (iii) the performance of the Borrower’s or such Loan Party’s obligations under the Loan Documents; or (iv) any liability of the Borrower or any other Loan Party under any of the Loan Documents;

(j) neither the Administrative Agent nor any Lender (including all of their respective predecessors) has breached any duty to the Borrower or any other Loan Party in connection with the Loan Documents;

(k) the Administrative Agent and each Lender (including all of their respective predecessors) has fully performed all obligations it may have had or now has to the Borrower and/or any other Loan Party; and

(l) all interest or other fees or charges which have been imposed, accrued or collected by the Administrative Agent and the Lenders (including all of their respective predecessors) under the Loan Documents or in connection with the Obligations through the date of this Agreement, and the method of computing the same, were and are proper and agreed to by the Borrower, and were properly computed and collected.

§10. No Other Amendments, etc. Except as expressly provided in this Amendment, (a) all of the terms and conditions of the Credit Agreement and the other Loan Documents (as amended and restated in connection herewith, if applicable) remain unchanged, and (b) all of the terms, provisions, conditions and covenants of the Credit Agreement, as amended hereby, and of the other Loan

-10-

Documents (as amended and restated in connection herewith, if applicable) are hereby ratified and confirmed and remain in full force and effect. Nothing herein shall be construed to be an amendment, consent or a waiver of any requirements of any Loan Party or of any other Person under the Credit Agreement or any of the other Loan Documents except as expressly set forth herein or pursuant to a written agreement executed in connection herewith. Nothing in this Amendment shall be construed to imply any willingness on the part of the Administrative Agent or any Lender to grant any similar or future amendment, consent or waiver of any of the terms and conditions of the Credit Agreement or the other Loan Documents.

§11. Further Assurances. The Borrower and each other Loan Party shall execute and deliver such further agreements, documents, instruments, and certificates in form and substance satisfactory to the Administrative Agent, as the Administrative Agent or any Lender may deem necessary or appropriate in connection with this Amendment.

§12. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder (including the fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto) in accordance with Section 10.04 of the Credit Agreement.

§13. Release Provision. As a material part of the consideration for the Administrative Agent and the Lenders to enter into this Amendment, the Borrower and each other Loan Party signing this Amendment (collectively, “Releasor”) agree as follows (the “Release Provision”):

(a) Releasor hereby releases and forever discharges the Administrative Agent, the L/C Issuer, each Lender, the Collateral Agent and each of the Administrative Agent’s, L/C Issuer’s, Collateral Agent’s and Lender’s predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, advisors, representatives, parent corporations, subsidiaries, and affiliates (hereinafter all of the above collectively referred to as “Released Lender Parties”) jointly and severally from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, and causes of action of any nature whatsoever occurring prior to the date hereof, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, presently possessed, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, presently accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted (“Claims”), which Releasor may have or claim to have against any of the Released Lender Parties.

(b) Releasor agrees not to sue any of the Released Lender Parties or in any way assist any other Person or entity in suing any of the Released Lender Parties with respect to any claim released herein. The Release Provision may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any action, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of the release contained herein.

(i) Releasor has read and understands the effect of the Release Provision. Releasor has had the assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release

-11-

Provision; and if counsel was retained, counsel for Releasor has read and considered the Release Provision and advised Releasor to execute the same. Before execution of this Amendment, Releasor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision.

(ii) Releasor is not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Releasor acknowledges that none of the Released Lender Parties has made any representation with respect to the Release Provision except as expressly set forth herein.

(iii) Releasor has executed this Amendment and the Release Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person.

(iv) Releasor is the sole owner of the claims released by the Release Provision, and Releasor has not heretofore conveyed or assigned any interest in any such claims to any other person or entity.

(d) Releasor understands that the Release Provision was a material consideration in the agreement of the Administrative Agent, the L/C Issuer and the Lenders to enter into this Amendment.

(e) It is the express intent of Releasor that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Lender Parties so as to foreclose forever the assertion by Releasor of any claims released hereby against any Released Lender Parties.

(f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect.

§14. Reservation of Rights; No Waiver. Reservation of Rights. By signing below, the Borrower and each of the other Loan Parties acknowledge that the Administrative Agent and the Lenders do not waive (and specifically reserve their rights with respect to, regardless of the execution of this Amendment) any (a) existing Default or Event of Default or (b) any circumstance, event or occurrence which may or may not constitute a Default or Event of Default, irrespective of whether such circumstance, event or occurrence was disclosed and/or known to the Administrative Agent and/or any Lender prior to or on the First Amendment Effective Date (including, but not limited to, (i) the non-disclosure of the COLI Policies on the schedules to the Security Agreement, (ii) the non-disclosure of the existence of the COLI Loans on Schedule 7.03 to the Credit Agreement (and no provision therefor under the terms of Section 7.03) and (iii) the non-disclosure of the existence of Liens against the COLI Policies securing the COLI Loans on Schedule 5.08(b) and/or Schedule 7.01 (and no provision therefor under the terms of Section 7.01), or (c) of their respective rights, powers, privileges and remedies arising at law, in equity, under the terms of the Credit Agreement, under the terms of any other Loan Document or otherwise, as a result of any of the circumstances, events or occurrences specified in clauses (a) and/or (b) preceding. No failure on the part of Administrative Agent or any of the Lenders to declare a Default or Event of Default, exercise and no delay in exercising, and no course of dealing with respect to, any right, power, privilege or remedy under the Credit Agreement or any other Loan Document, at law or in equity or otherwise, arising as the result of any existing Default or Event of Default, or the occurrence of any other Default or Event of Default, or the existence of any circumstance or the occurrence of any event which may constitute a Default or

-12-

Event of Default shall (A) operate as a waiver thereof or (B) indicate agreement on the Lenders’ part to forbear from declaring a Default or Event of Default and/or exercising any of their rights, powers, privileges and remedies. Nor shall any single or partial exercise of any right, power, privilege or remedy granted to the Administrative Agent and the Lenders under the Credit Agreement or any other Loan Document, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy. The rights, powers, privileges and remedies provided for in the Credit Agreement and other Loan Documents are cumulative and not exclusive of any rights, powers, privileges and remedies provided at law, in equity or otherwise, and all such rights, powers, privileges and remedies are hereby expressly reserved. The Administrative Agent and the Lenders are not obligated in any way with respect to future dealings between the Lenders and the Borrower and any other Loan Party.

§15. Acknowledgement of the Borrower. THE BORROWER ACKNOWLEDGES AND AGREES THAT EACH OF THE LENDERS AND THE ADMINISTRATIVE AGENT EXECUTING THIS AGREEMENT HAVE DONE SO IN THEIR SOLE DISCRETION, AND WITHOUT ANY OBLIGATION, EXPRESS OR IMPLIED, TO EXTEND OR RENEW THE LOAN DOCUMENTS UPON MATURITY, AND WITHOUT ANY OBLIGATION TO AGREE TO ANY FORBEARANCE OR WAIVER.

§16. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. For purposes of this Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document. In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the party against whom enforcement is sought.

§17. Captions. Section captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment.

§18. Severability. Any provisions of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provisions so held to be invalid or unenforceable.

§19. Governing Law; Jurisdiction, Etc.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS 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

-13-

ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO 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 COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 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 AMENDMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE. THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT 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 APPLICABLE 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 HERETO IRREVOCABLY AGREES THAT SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH ON THE SCHEDULE TO THE CREDIT AGREEMENT OR ON ITS ADMINISTRATIVE QUESTIONNAIRE, AS APPLICABLE, OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

§20. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY 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 AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON 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

-14-

INDUCED TO ENTER INTO THIS THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

§21. Reference to Credit Agreement. On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Credit Agreement in any Note and in any other agreement, document or other instrument executed and delivered pursuant to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as affected and amended hereby.

§22. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns, and shall inure to the sole benefit of the parties hereto and the successors and assigns of the Administrative Agent and the Lenders. Notwithstanding the foregoing, the Borrower shall not assign its rights or duties hereunder without the consent of the Administrative Agent and the Lenders.

§23. Interpretation. This Amendment, the Credit Agreement and the other Loan Documents are the result of negotiation among, and have been reviewed by counsel to, among others, the Administrative Agent and the Borrower and are the product of discussions and negotiations among all parties. Accordingly, this Amendment, Credit Agreement and the other Loan Documents are not intended to be construed against the Administrative Agent or any of the Lenders merely on account of the Administrative Agent’s or any Lender’s involvement in the preparation of such documents.

§24. Loan Document. This Amendment is a Loan Document under the terms of the Credit Agreement and is subject to all provisions of the Credit Agreement applicable to Loan Documents, all of which are incorporated in this Amendment by reference the same as if set forth in this Amendment verbatim. Any breach of any provision of this Amendment shall be a Default under the Credit Agreement (as applicable).

§25. Miscellaneous. The parties hereto acknowledge and agree that this Amendment is subject to the terms of the Intercreditor Agreement.

§26. NO ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

[Signature block on the following page.]

-15-

IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as a sealed instrument as of the date first set forth above.


The Borrower:

MEDIA GENERAL, INC.

By:		/s/ James F. Woodward
Name:		James F. Woodward
Title:		Vice President/Finance
		Chief Financial Officer