exhibit10_103009.htm


    
      

    

    
 

    RESTRUCTURING SUPPORT AGREEMENT

     

    This RESTRUCTURING SUPPORT AGREEMENT (together with any
amendments, exhibits and schedules hereto, this “Agreement”), dated as of October 30, 2009, is entered into by
and among Morris Publishing Group, LLC (“MPG”), Morris Publishing Finance Co. (“MPF”, and together with MPG, the “Issuers”), the subsidiaries of MPG signatory hereto
(the “Guarantors”, and together with the Issuers, the “Company”), and the holders of (or authorized investment
advisors or managers of discretionary accounts that hold) the 7% Senior
Subordinated Notes due 2013 (the “Notes”) signatory hereto (together with their respective
successors and permitted assigns, the “Consenting Holders” and each, a “Consenting Holder”).  The Company, each Consenting
Holder and any subsequent person or entity that becomes a party hereto in
accordance with the terms hereof are referred herein as the “Parties” and individually as a “Party”.

     

    PRELIMINARY STATEMENTS

     

    WHEREAS, as of the date hereof, the Consenting Holders hold,
in the aggregate, approximately 72% of the aggregate principal amount of the
Notes outstanding issued by the Issuers pursuant to that certain Indenture (as
amended, modified or supplemented prior to the date hereof, and together with
all exhibits thereto, the “Existing Indenture”), dated as of August 7, 2003, by and
among the Issuers, the Guarantors and Wachovia Bank, N.A., as Trustee (including
successor trustees, the “Indenture
Trustee”);

     

    WHEREAS, the Company and the Consenting Holders have agreed
to implement a restructuring and reorganization of the Company as set forth in
that certain Restructuring Term Sheet, dated as of September 23, 2009, as
amended by that certain Amendment to Restructuring Term Sheet, dated as of
October 15, 2009, each as attached hereto as Exhibit A (as may be further amended, modified or
supplemented, the “Restructuring Term Sheet”).  This Agreement and the
Restructuring Term Sheet are the product of arm’s length good faith discussions
between the Company and members of an ad hoc committee of certain holders of the
Notes (the “Ad Hoc Committee”), each of whose members are among the
initial Consenting Holders;

     

    WHEREAS, the Company has agreed to implement the
restructuring transactions contemplated by the Restructuring Term Sheet (the
“Restructuring Transactions”) through either (i) an
out-of-court exchange offer (the “Exchange Offer”) of $278,478,000 in principal amount of Notes
for $100,000,000 in principal amount of new senior secured notes (the “New Notes”) or (ii) a pre-packaged plan of reorganization
(the “Conforming Plan”) under chapter 11 of title 11 of the United
States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), which in either case shall be consistent
in all material respects with the terms of the Restructuring Term
Sheet;

     

    WHEREAS, the Company has agreed to commence the Exchange
Offer and concurrently solicit from the holders of the Notes: (i) consents for
certain amendments to the Existing Indenture and (ii) votes (on behalf of their
claims against the Company) to accept the Conforming Plan (collectively, the
“Solicitation”) on or before the Commencement Date (as defined
below), or such later date as agreed to by the Ad Hoc Committee and the Company,
and if the Company does not receive the Requisite Tender (as defined below) in
response to the

     

    
      
        
            

        

        
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    Exchange Offer on or prior to the expiration of the Solicitation
(which shall be open for twenty (20) Business Days or longer, as agreed to by
the Parties), the Company shall file the Conforming Plan, within seven (7) days
of the conclusion of the Solicitation, as part of voluntary reorganization cases
under chapter 11 of the Bankruptcy Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for
the Southern District of Georgia (the “Bankruptcy Court”) to be jointly administered;
and

     

    WHEREAS, the Parties acknowledge that, as part of the
Restructuring Transactions, the Company has consummated the Senior Refinancing
Transaction according to the terms of the Restructuring Term Sheet and pursuant
to the Ad Hoc Committee’s consent, and MCC and MPG Revolver Holdings, LLC
(“MPG Revolver”) have deposited the Remaining Senior Debt
Balance of the Company into third-party escrow accounts, pursuant to the Escrow
Agreement dated as of October 15, 2009 among MPG, MCC, the Ad Hoc Committee, MPG
Newspaper Holding, LLC, MPG Revolver and Computershare Trust Company, N.A., as
escrow agent (the “Escrow
Agreement”).

     

    NOW, THEREFORE, in consideration of the promises and the
mutual covenants set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, the Parties,
intending to be legally bound, agree as
follows:

     

    Section 1. Restructuring.  The Restructuring Term Sheet is expressly
incorporated herein and made part of this Agreement.  The
Restructuring Term Sheet sets forth the material terms and conditions of the
Restructuring Transactions and is supplemented by the terms and conditions of
this Agreement.  In the event of any inconsistency between the
Restructuring Term Sheet and this Agreement, this Agreement shall
control.  In the event of any inconsistency between the Conforming
Plan and this Agreement, the Conforming Plan, as confirmed, shall
control.

     

    Section 2. Certain Definitions.  As used in this Agreement, the following terms
shall have the following meanings:

     

    (a) “Ad Hoc Committee” shall have the meaning given to such term
in the preliminary statements above.

     

    (b) “Ad Hoc Committee Advisors” shall have the meaning given to
such term in Section 4(f)(vii) hereof.

     

    (c) “Affiliate” means, with respect to any Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified
Person.  The term “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise, and the terms “controlling” and “controlled” have
meanings correlative of the foregoing.

     

    (d) “Agreement” shall have the meaning given to such term in the
preliminary statements above.


    
      
          

      

      
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    (e) “Business Day” means any day other than a Saturday, a Sunday
or a day on which banking institutions in New York City, New York or Atlanta,
Georgia are authorized by law, regulation or executive order to remain
closed.

     

    (f) “Commencement Date” means the date of commencement of the
Exchange Offer.

     

    (g) “Company” shall have the meaning given to such term in the
preliminary statements above.

     

    (h) “Confirmation Date” shall have the meaning given to such term
in Section 4(f)(ii)(B) hereof.

     

    (i) “Conforming Plan” shall have the meaning given to such term in
the preliminary statements above.

     

    (j) “Consenting Holder” shall have the meaning given to such term
in the preliminary statements above.

     

    (k) “Consenting Holders’ Termination Event” shall have the meaning
given to such term in Section 5(a) hereof.

     

    (l) “Credit Agreement” means that certain Amended and Restated
Credit Agreement, dated as of October 15, 2009 (together with any amendments,
exhibits and schedules thereto, and as may be amended, modified and supplemented
from time to time), by and among the Company, MCC, the lenders party thereto and
Tranche Manager, LLC, as administrative agent.

     

    (m) “Definitive Documents” means the agreements, instruments or
filings implementing, effecting or relating to (i) the Exchange Offer and (ii)
the Conforming Plan, including any “first day” pleadings, an offering
memorandum/disclosure statement in connection with the Conforming Plan (the
“Disclosure Statement”), the order of the Bankruptcy Court
confirming the Conforming Plan, and definitive documentation relating to the
Company’s debtor-in-possession financing (if applicable), use of cash
collateral, any exit financing, charter, bylaws and other corporate or
organizational documents (including as contemplated by Section 4(h) and Section 4(j) hereof), shareholder related agreements, or
other related documents, which shall contain terms and conditions consistent in
all material respects with the Restructuring Term Sheet and otherwise shall be
reasonably satisfactory in all respects to the Company and the Requisite
Noteholders, in accordance with Section 7 hereof.

     

    (n) “Downstream Affiliate” means, with respect to any Party, any
Affiliate of such Party 10% or more of whose outstanding voting securities are
directly or indirectly owned or held with power to vote, by such
Party.

     

    (o) “Effective Date” shall have the meaning given to such term in
Section 11 hereof.


    
      
          

      

      
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    (p) “Exchange Offer” shall have the meaning given to such term in
the preliminary statements above.

     

    (q) “Existing Indenture” shall have the meaning given to such term
in the preliminary statements above.

     

    (r) “Existing Senior Indebtedness” means the existing first lien
senior indebtedness of the Company governed by the Credit
Agreement.

     

    (s) “Filing Date” shall have the meaning given to such term in Section 4(f)(ii)(A) hereof.

     

    (t) “Forbearance Agreement” means the Forbearance Agreement dated
as of February 26, 2009 (as amended), by and among the Company and the holders
of the Notes party thereto.

     

    (u) “Indenture” means the indenture pursuant to which the New
Notes will be issued that will be based in part upon the Existing
Indenture.

     

    (v) “Indenture Trustee” shall have the meaning given to such term
in the preliminary statements above.

     

    (w) “Material Adverse Effect” means a material adverse effect on
(i) the consolidated financial condition, property, operations, business or
prospects of the Company taken as a whole, (ii) the ability of the Company to
perform its obligations under any of the Definitive Documents, (iii) the
validity or enforceability of any of the Definitive Documents, or (iv) the
rights and remedies of the Consenting Holders under any of the Definitive
Documents.

     

    (x) “MCC” shall have the meaning given to such term in Section 4(i) hereof.

     

    (y) “New Note Maturity Date” means the date that is four (4) years
and six (6) months from the date of issuance of the New Notes.

     

    (z) “New Notes” shall have the meaning given to such term in the
preliminary statements above.

     

    (aa) “Notes” shall have the meaning given to such term in the
preliminary statements above.

     

    (bb) “Party” shall have the meaning given to such term in the
preliminary statements above.

     

    (cc) “Person” means an individual, partnership, limited liability
company, corporation, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

     

    (dd) “Refinanced Debt” shall have the meaning given to such term in
Section 4(c) hereof.


    
      
          

      

      
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    (ee) “Remaining Senior Debt Balance” means the full amount of
Existing Senior Indebtedness that is outstanding after consummation of the
Senior Refinancing Transaction other than the Tranche A Term Loan and the
Tranche B Term Loan.

     

    (ff) “Requisite Tender” means tender of Notes from holders
representing 99% in aggregate principal amount outstanding of the
Notes.

     

    (gg) “Requisite Noteholders” means Consenting Holders holding at
least 50% in aggregate principal amount outstanding of the Notes held by the
Consenting Holders in the aggregate.

     

    (hh) “Restructuring Effective Date” means either: (i) the effective
date of the Exchange Offer if the Requisite Tender is obtained, or (ii) the
effective date of the Conforming Plan.

     

    (ii) “Restructuring Support Period” means the period commencing on
the Effective Date and ending on the date on which this Agreement is terminated
in accordance with Section 5 hereof.

     

    (jj) “Restructuring Term Sheet” shall have the meaning given to
such term in the preliminary statements above.

     

    (kk) “Restructuring Transactions” shall have the meaning given to
such term in the preliminary statements above.

     

    (ll) “Senior Debt Refinancing Documentation” shall have the meaning
given to such term in the Restructuring Term Sheet.

     

    (mm) “Senior Indebtedness Cap Amount” means, as of any date of
determination, (i) the aggregate principal amount of the Tranche A Term Loan on
October 15, 2009, less (ii) all payments of principal on the Tranche A Term
Loan made prior to such date of determination, plus (iii) the aggregate principal amount of the Tranche B
Term Loan on October 15, 2009, plus (iv) all paid-in-kind interest on the Tranche B Loan,
which paid-in-kind interest has accrued or been added to the principal thereof,
as applicable, prior to such date of determination; provided, however, this term Senior Indebtedness Cap Amount shall not
include amounts described under clauses (iii) and (iv) above, unless and only to
the extent that the Tranche B Term Loan is refinanced in connection with and as
a part of the refinancing of the Tranche A Term Loan.

     

    (nn) “Senior Refinancing Transaction” shall have the meaning given
to such term in the Restructuring Term Sheet.

     

    (oo) “Solicitation” shall have the meaning given to such term in
the preliminary statements above.

     

    (pp) “Stroock” means Stroock & Stroock & Lavan LLP in its
capacity as counsel to the Ad Hoc Committee.


    
      
          

      

      
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    (qq) “Tranche A Term Loan” shall have the meaning given to such
term in the Credit Agreement as in effect on the date hereof.

     

    (rr) “Tranche B Term Loan” shall have the meaning given to such
term in the Credit Agreement as in effect on the date hereof.

     

    (ss) “Working Capital Balance” means a balance of cash and cash
equivalents at any financial institution for which a valid control agreement
with respect to the Existing Senior Indebtedness is in place or at a financial
institution acceptable to both the Company and the Requisite Noteholders or
Stroock.

     

    (tt) “Working Capital Facility” means a first lien, senior secured
working capital revolving credit facility with an aggregate maximum principal
amount not to exceed $10,000,000.

     

    Section 3. Agreements of the Consenting Holders.

     

    (a) Affirmative Covenants.  Subject to the conditions
contained in Section 3(b) and Section 3(d) hereof, each Consenting Holder agrees that, for
the duration of the Restructuring Support Period, such Consenting Holder shall
and shall cause such Consenting Holders’ Downstream Affiliates to:

     

    (i) timely and validly tender or cause to be tendered in the Exchange
Offer all Notes (A) held by such Consenting Holder on the Commencement Date, and
(B) acquired by such Consenting Holder after the Commencement Date promptly, in
each case free and clear of any encumbrances or restrictions, and including any
Notes held by an entity for which such Consenting Holder acts as the investment
advisor or manager, and such Consenting Holder shall not withdraw or revoke any
such tender unless and until this Agreement is terminated in accordance with Section 5;

     

    (ii) provide its consent in favor of the amendment to the Existing
Indenture in the form of Exhibit B as attached hereto;

     

    (iii) with respect to any Solicitation of votes to accept the Conforming
Plan, support and timely vote or cause to be voted its claims against the
Company arising under the Notes to accept the Conforming Plan, including by
delivering its duly executed and completed ballot accepting such Conforming Plan
on a timely basis during the Solicitation, subject to the receipt by such
Consenting Holder of the Disclosure Statement and other solicitation materials
in respect of the Conforming Plan that are subsequently approved by the
Bankruptcy Court as complying with section 1126(b) of the Bankruptcy Code; provided, however, that such vote may, upon written notice to the
Company and the other Parties, be revoked, subject to the terms of any order of
the Bankruptcy Court, (and, upon such revocation, deemed void ab initio) by any Consenting Holder at any time following the
expiration of the Restructuring Support Period;

     

    (iv) timely vote against or cause to be voted against and not consent to,
or otherwise directly or indirectly support, solicit, assist, encourage or
participate in the


    
      
          

      

      
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    (v) formulation of, any restructuring or reorganization of the Company
(or any plan or proposal in respect of the same) other than the Restructuring
Transactions;

     

    (vi) if the Chapter 11 Cases are filed, not directly or indirectly seek,
solicit, support or encourage the termination or modification of the exclusive
period for the filing of any plan, proposal or offer of dissolution, winding up,
liquidation, reorganization, merger or restructuring of the Company, or take any
other action, including but not limited to initiating any legal proceedings or
enforcing rights as a holder of the Notes, that could prevent, interfere with,
delay or impede the implementation or consummation of the Restructuring
Transactions as contemplated by the Restructuring Term Sheet and the Conforming
Plan; and

     

    (vii) not take any action that is inconsistent with, or that would delay
consummation or confirmation of, the Exchange Offer or the Conforming
Plan.

     

    (b) Certain Conditions.  The obligations of each
Consenting Holder set forth in Section 3(a) hereof are subject to the following
conditions:

     

    (i) this Agreement shall have become effective in accordance with the
provisions of Section 11;

     

    (ii) this Agreement shall not have terminated in accordance with the
provisions of Section 5 hereof; and

     

    (iii) prior to filing, the Conforming Plan and all Definitive Documents
shall be consistent in all material respects with the Restructuring Term Sheet
and otherwise shall be reasonably satisfactory in all respects to the Requisite
Noteholders.

     

    (c) Rights of Consenting Holders Unaffected.  Nothing
contained herein shall limit (i) (A) the ability of a Consenting Holder to
consult with other Consenting Holders or the Company or (B) the rights of a
Consenting Holder under any applicable bankruptcy, insolvency, foreclosure or
similar proceeding, including, without limitation, appearing as a party in
interest in any matter to be adjudicated in order to be heard concerning any
matter arising in the Chapter 11 Cases, in each case, so long as such
consultation or appearance is not inconsistent with the Consenting Holder’s
obligations hereunder or under the terms of the Restructuring Term Sheet and is
not for the purpose of hindering, delaying or preventing the consummation of the
Restructuring Transactions; (ii) the ability of a Consenting Holder to sell or
enter into any transactions in connection with the Notes or any other claims
against or interests in the Company, subject to Section 3(d) and Section 3(e) hereof; or (iii) the rights of any Consenting Holder
under the Existing Indenture or constitute a waiver or amendment of any
provision of the Existing Indenture, subject to Section 3(a) and Section 25 hereof.

     

    (d) Transfers.  Each Consenting Holder agrees that, for
the duration of the Restructuring Support Period, such Consenting Holder shall
not sell, transfer, loan, hypothecate, assign or otherwise dispose of (including
by participation), in whole or in part, any of the Notes or any option thereon
or any right or interest therein (including the grant of any proxies or the
deposit of any Notes into a voting trust or entry into a voting agreement with
respect to any such Notes), unless the transferee thereof either (i) is a
Consenting Holder or (ii) prior to such transfer, agrees in writing for the
benefit of the Parties to become a Consenting Holder and to be bound
by


    
      
          

      

      
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    (e) all of the terms of this Agreement applicable to Consenting Holders
by executing the Joinder attached hereto as Exhibit C (the “Joinder Agreement”), and delivering an executed copy thereof,
within three (3) Business Days of such execution, to the Company and its
advisors as set forth in Section 20 below, and to Stroock, as counsel to the Ad Hoc
Committee, in which event (A) the transferee shall be deemed to be a Consenting
Holder hereunder to the extent of such transferred rights and obligations and
(B) the transferor shall be deemed to relinquish its rights (and be released
from its obligations) under this Agreement to the extent of such transferred
rights and obligations.  Each Consenting Holder agrees that any sale,
transfer or assignment of any Notes that does not comply with the terms and
procedures set forth herein shall be deemed void ab initio, and the Company and each other Consenting Holder
shall have the right to enforce the voiding of such sale, transfer or
assignment.  Notwithstanding anything contained herein to the
contrary, during the Restructuring Support Period, a Consenting Holder may
offer, sell or otherwise transfer any or all of its Notes to any entity that, as
of the Effective Date was, and as of the date of transfer continues to be, an
Affiliate of the Consenting Holder and is (or executes a Joinder Agreement under
which such entity agrees to become) a Party to this
Agreement.  Notwithstanding anything contained herein to the contrary,
during the Restructuring Support Period, a Party may offer, sell or otherwise
transfer any or all of its holdings of Notes to an entity that, as of the date
of transfer, is an Affiliate of a Consenting Holder that is a Party to this
Agreement; provided, however, that such entity automatically shall be subject to
the terms of this Agreement and deemed a Party hereto and shall execute a
Joinder Agreement hereto.

     

    (f) Additional Claims or Equity Interests.  To the
extent any Party who is a Consenting Holder (i) acquires additional Notes, (ii)
holds or acquires any other claims against the Company or (iii) holds or
acquires any equity interests in the Company, each such Consenting Holder agrees
that such Notes or other claims or equity interests shall be subject to this
Agreement and that, for the duration of the Restructuring Support Period, it
shall vote (or cause to be voted) any such additional Notes or other claims or
equity interests entitled to vote on the Conforming Plan (in each case, to the
extent still held by it or on its behalf at the time of such vote) in a manner
consistent with Section 3(a) hereof.

     

    Section 4. Agreements of the Company.

     

    (a) Cash on Hand.  On the Restructuring Effective Date,
the Company shall have at least (x) $15,700,000 of cash on hand less the following amounts paid or accrued after September
23, 2009: (i) professional fees, (ii) non-recurring restructuring
charges, including those fees, expenses and charges incurred directly as a
result of the Senior Refinancing Transaction, the Restructuring Transactions or
this Agreement or related to the indebtedness or capital structure of the
Company, and all negotiations and transactions directly related thereto, and
(iii) any prepayments or prepayment premiums on the Existing Senior
Indebtedness or Refinanced Debt (the “Initial Cash On Hand”) in excess of (y)
$5,000,000.

     

    (b) Remaining Debt.  The aggregate outstanding balance
of the Tranche A Term Loan shall not exceed $19,700,000 at any
time.  The aggregate outstanding balance of the Tranche B Term Loan
shall not exceed $6,800,000 (plus accrued paid-in-kind interest) at any
time.  The Tranche A Term Loan shall not be held by an Affiliate of
the Company at any time.  The Credit Agreement may not be amended to
the extent such amendment would:  (i) increase


    
      
          

      

      
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    (c) the aggregate principal amount of the loans then outstanding under
the Credit Agreement (other than any amendment which has effect of capitalizing
interest or fees accruing under the Credit Agreement by adding such amounts to
the principal amount thereunder), (ii) increase the “Tranche A Fixed Rate” or
the “Tranche B Fixed Rate” (in each case, as defined in the Credit Agreement as
in effect on the date hereof) or any other applicable rate of interest, in each
case, as in effect on the date hereof, (iii) amend or modify the requirement
that interest on the Tranche B Term Loans be PIK Interest (as defined in the
Credit Agreement as in effect on the date hereof), (iv) amend or modify Section
2.10(c) of the Credit Agreement in a manner that increases the default interest
rate with respect to the Tranche B Term Loan, (v) amend or modify the definition
of Tranche B/C Event of Default (as such term is defined in the Credit Agreement
as in effect on the date hereof), (vi) amend or modify the Loan Documents (as
defined in the Credit Agreement as in effect on the date hereof) in a manner
that confers additional material rights or remedies in favor of the Tranche B
Lenders (as defined in the Credit Agreement as in effect on the date hereof);
provided, however, that the following amendments and modifications
shall not violate this clause (vi): (A) amendments and modifications to
representations and warranties or covenants (including related definitions),
that (x) are not more restrictive or burdensome to the Company, or (y) if more
restrictive or burdensome to the Company, do not relate to a provision that, if
breached, would constitute a “Tranche B/C Event of Default”, (B) amendments and
modifications to events of default under the Credit Agreement that do not change
the definition of “Tranche B/C Event of Default”, (C) amendments and
modifications that are incorporated pursuant to the requirements of Section 6.15
of the Credit Agreement as in effect on the date hereof, and (D) amendments and
modifications to cure any ambiguity, defect or inconsistency of a technical
nature (in each case, whether or not favorable to the Tranche B Lenders) in the
Loan Documents, or (vii) amend or modify Section 2.09(a) of the Credit Agreement
as in effect on the date hereof to increase the obligations of the Company
thereunder, or amend or modify the definition of “Borrower Fee Cap” (as defined
in the Credit Agreement as in effect on the date hereof).

     

    (d) Refinancing of Tranche A Term Loan and Tranche B Term
Loan.  On or prior to one hundred fifty (150) days after the
Restructuring Effective Date, the Company shall refinance the Tranche A Term
Loan and may, at the Company’s option, refinance the Tranche B Term Loan, in
either case with a term loan and/or revolver provided solely by an unaffiliated
commercial bank and not by an Affiliate of the Company (collectively, the “Refinanced Debt”).  Notwithstanding anything to the
contrary contained herein or in the Credit Agreement, the Refinanced Debt shall
have no prepayment penalties and shall permit (in either case other than when an
event of default under the Refinanced Debt or Working Capital Facility shall
have occurred and be continuing):  (i) cash interest payments on
the New Notes at all times and (ii) amortization payments when there is no
outstanding balance on the Refinanced Debt or Working Capital
Facility.  To the extent that the Tranche B Term Loan is not
refinanced on or prior to one hundred fifty (150) days of the Restructuring
Effective Date, the Tranche B Term Loan shall mature on the New Note Maturity
Date and shall only be capable of amortization or repayment on a pro rata basis with the New Notes.  Upon the
amortization or refinancing of all or any portion of the Tranche B Term Loan,
including any accrued interest, such amortized or refinanced balance shall no
longer be available for borrowing under the Tranche B Term
Loan.  There shall be no amortization of the Tranche B Term Loan
during the Restructuring Support Period, except with respect to a
refinancing.  Any agreement relating to the Refinanced Debt, including
the Credit Agreement if the Credit Agreement is amended, restated, supplemented
or


    
      
          

      

      
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    (e) otherwise modified in connection with the Refinanced Debt, shall not
contain any provision to the extent such provision, either individually or when
taken together with other provision(s) in such agreement, would have the effect
of, as compared to the related provision(s) contained in the Credit Agreement as
in effect on the date hereof: (A) resulting in the aggregate principal amount of
Refinanced Debt exceeding the Senior Indebtedness Cap Amount (other than any
provision which would have the effect of capitalizing interest or fees accruing
by adding such amounts to the principal amount thereunder), (B) increasing the
“Tranche A Fixed Rate” or the “Tranche B Fixed Rate” or any other applicable
rate of interest, (C) amending or modifying the requirement that interest on the
Tranche B Term Loans be PIK Interest, (D) amending or modifying Section 2.10(c)
of the Credit Agreement as in effect on the date hereof in a manner increases
the default interest rate with respect to the Tranche B Term Loan, or (E)
amending or modifying the definition of Tranche B/C Event of
Default.  Such Refinanced Debt shall be subject to an Intercreditor
Agreement substantially in the form attached hereto as Exhibit D, with any changes to such Intercreditor Agreement
to be agreed upon between the Company and the Requisite
Noteholders.

     

    (f) Working Capital Facility.  The Company may enter
into a Working Capital Facility.  The Working Capital Facility shall
permit: (i) the payment of interest on the New Notes at all times (other than
when an event of default under the Working Capital Facility shall have occurred
and be continuing), and (ii) the amortization of the New Notes when there is no
outstanding balance on the Working Capital Facility.  As a condition
to obtaining the Working Capital Facility, the Company shall be required to
first use the entire amount available of the Working Capital Balance to amortize
the Tranche A Term Loan or Refinanced Debt, as applicable.

     

    (g) Exchange Offer.  The Company shall commence the
Solicitation on or prior to November 6, 2009, unless otherwise extended by the
Requisite Noteholders.  If the Company receives the Requisite Tender
in response to the Exchange Offer at the conclusion of the Solicitation, the
Company shall consummate the Exchange Offer within three (3) Business Days
thereafter.

     

    (h) Affirmative Covenants.  The Company agrees that, as
of the date hereof through the Restructuring Effective Date so long as this
Agreement has not been terminated in accordance with its terms, unless
(x) otherwise expressly permitted or required by this Agreement, or
(y) otherwise consented to in writing by the Requisite Noteholders (which
consent shall not be unreasonably withheld or delayed), the Company shall, and
shall cause each of its direct and indirect subsidiaries to, directly or
indirectly, do the following:

     

    (i) complete the preparation, as soon as practicable after the date
hereof, of each of the Exchange Offer, the Conforming Plan, the Disclosure
Statement and the other Definitive Documents, which documents shall contain
terms and conditions consistent in all material respects with the Restructuring
Term Sheet and otherwise shall be reasonably acceptable to the Requisite
Noteholders and the Company, and distribute such documents and afford reasonable
opportunity of comment and review to the respective legal and financial advisors
for the Consenting Holders in advance of any filing thereof;


    
      
          

      

      
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    (ii) if the Company does not receive the Requisite Tender in response to
the Solicitation of the Exchange Offer (as extended for an additional five (5)
Business Day period at either the Company’s or the Requisite Noteholders’
written request), then the Company shall:

     

    (A) commence the Chapter 11 Cases within seven (7) calendar days after
the conclusion of the Solicitation (such date, the “Filing Date”) and on such date, file the Conforming Plan, the
Disclosure Statement and other “first day” pleadings that are reasonably
satisfactory to the Requisite Noteholders;

     

    (B) obtain approval of the Disclosure Statement and confirmation of the
Conforming Plan not later than 5:00 P.M. Eastern Time on the date
(the “Confirmation Date”) that is thirty (30) calendar days after
the Filing Date, subject to the schedule of the Bankruptcy Court;
and

     

    (C) consummate the Conforming Plan not later than 5:00 P.M. Eastern Time
on the date that is eleven (11) calendar days after the Confirmation
Date;

     

    (iii) whenever practicable, provide draft copies of all motions or
applications and other documents the Company intends to file with the Bankruptcy
Court in connection with the Chapter 11 Cases to counsel for the Ad Hoc
Committee at least four (4) Business Days prior to the date the Company intends
to file any such document and consult in advance in good faith with counsel to
the Ad Hoc Committee regarding the form and substance of any such proposed
filing with the Bankruptcy Court;

     

    (iv) maintain their good standing under the laws of the state or other
jurisdiction in which they are incorporated or organized;

     

    (v) timely file a formal objection to any motion filed with the
Bankruptcy Court by a third party seeking the entry of an order (A) directing
the appointment of an examiner with expanded powers or a trustee, (B) converting
the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C)
dismissing the Chapter 11 Cases;

     

    (vi) timely file a formal objection to any motion filed with the
Bankruptcy Court by a third party seeking the entry of an order modifying or
terminating the Company’s exclusive right to file and/or solicit acceptances of
a plan of reorganization;

     

    (vii) subject to appropriate confidentiality agreements, provide to each
of Stroock, as counsel to the Ad Hoc Committee, and FTI Consulting, Inc. (such
advisors taken together, the “Ad Hoc Committee Advisors”), without any material disruption
to the conduct of the Company’s business (A) reasonable access during
normal business hours to the Company’s books, records and facilities, (B)
reasonable access to the respective management and advisors of the Company for
the purposes of evaluating the Company’s business plans and participating in the
planning process with respect to the Restructuring Transactions, (C) timely and
reasonable responses to all reasonable diligence requests, and (D) information
with respect to all executory contracts and unexpired leases of the Company for
the purposes of concluding, in consultation with the Company and its advisors,
which executory contracts and unexpired leases the Company intends to assume,
assume and assign, or reject, in the Chapter 11 Cases;


    
      
          

      

      
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    (viii) to the extent permitted by the Bankruptcy Court, timely and fully
discharge all of its obligations then due and owing under any existing
agreements of the Company regarding the payment of the reasonable fees and
expenses of the Ad Hoc Committee Advisors in connection with the Restructuring
Transactions, and (A) on the date that is at least one (1) day prior to the
Commencement Date, the Company shall pay to each of the Ad Hoc Committee
Advisors all reasonable amounts then due and outstanding as provided in the
respective invoices supplied to the Company by the Ad Hoc Committee Advisors
containing a summary of hours and services provided, (B) on the date that is at
least one (1) day prior to the Filing Date, the Company shall pay to Stroock (i)
all reasonable amounts then due and outstanding as provided in an invoice
supplied to the Company containing a summary of hours and services provided and
(ii) a retainer in the amount of $300,000, any unused portion of which shall be
refunded to the Company within forty-five (45) days after the earlier to occur
of (x) the effective date of the Plan or (y) termination of this Agreement; (C)
on the date that is at least one (1) day prior to the Filing Date, the Company
shall pay to FTI (i) all reasonable amounts then due and outstanding as provided
in an invoice supplied to the Company containing a summary of hours and services
provided and (ii) a retainer in the amount of $50,000, any unused portion of
which shall be refunded to the Company within forty-five (45) days after the
earlier to occur of (x) the effective date of the Plan or (y) termination of
this Agreement; and (D) to the extent the reasonable fees and expenses of
Stroock and FTI exceed their respective retainers as of the date of confirmation
of the Conforming Plan, the terms of the Conforming Plan shall provide that the
Company will pay Stroock and FTI their outstanding fees and expenses pursuant to
section 1129(a)(4) of the Bankruptcy Code or otherwise;

     

    (ix) notify the Ad Hoc Committee Advisors subject to appropriate
confidentiality agreements of any governmental or third party complaints,
litigations, investigations or hearings (or communications indicating that the
same may be contemplated or threatened), in any such case which could reasonably
be anticipated to have a Material Adverse Effect;

     

    (x) prior to the filing of the Chapter 11 Cases, take all actions
contemplated to be taken prior to the filing of the Chapter 11 Cases by the
Restructuring Term Sheet; and

     

    (xi) furnish to the Ad Hoc Committee Advisors subject to appropriate
confidentiality agreements prompt written notice upon the occurrence (and in no
event later than two (2) Business Days after such occurrence) of (A) an event,
change, effect, occurrence, development, circumstance or change of fact occurs
that has or would reasonably be expected to have a Material Adverse Effect or
that materially impairs the ability of the Company to perform its obligations
under this Agreement or have a material adverse effect on, or prevent or
materially delay the consummation of, the Restructuring Transactions, or (B) any
breach (or any event that with notice or passage of time, or both, would
constitute a breach) of any of the Definitive Documents.

     

    (i) Negative Covenants.  The Company agrees that, as of
the date hereof through the Restructuring Effective Date so long as this
Agreement has not been terminated in accordance with its terms, unless
(x) otherwise expressly permitted or required by this Agreement or the
Restructuring Term Sheet or (y) otherwise consented to in writing by
the


    
      
          

      

      
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    (j) Requisite Noteholders or Stroock, as counsel for the Ad Hoc
Committee (which consent shall not be unreasonably withheld or delayed), the
Company shall not, and shall cause each of its direct and indirect subsidiaries
not to, directly or indirectly, do or permit to occur any of the
following:

     

    (i) propose, support, assist, engage in negotiations in connection with
or participate in the formulation of, any restructuring or reorganization of the
Company (or any plan or proposal in respect of the same) other than the
Restructuring Transactions;

     

    (ii) modify the Exchange Offer or the Conforming Plan, in whole or in
part, in a manner that is not consistent in any material respect with this
Agreement or the Restructuring Term Sheet;

     

    (iii) withdraw or revoke either the Exchange Offer or the Conforming Plan
or publicly announce its intention not to pursue the Restructuring
Transactions;

     

    (iv) file (A) any motion or pleading or other Definitive Document
with the Bankruptcy Court (including any modifications or amendments thereof),
or (B) any document in connection with the transactions contemplated in the
Definitive Documents with the Securities Exchange Commission, that in whole or
in part, is not consistent in any material respect with this Agreement, the
Restructuring Term Sheet or the Conforming Plan, and is not otherwise reasonably
satisfactory in all material respects to the Requisite Noteholders or counsel
for the Ad Hoc Committee;

     

    (v) move for an order authorizing or directing the assumption or
rejection of an executory contract or unexpired lease other than in accordance
with the Restructuring Term Sheet or the Conforming Plan or as approved in
writing by the Requisite Noteholders;

     

    (vi) commence an avoidance action or other legal proceeding that
challenges the validity, enforceability or priority of either the Notes or the
New Notes, or otherwise affects the rights of any Consenting Holder solely in
its capacity as a holder of either Notes or New Notes;

     

    (vii) issue, offer, pledge, sell, contract to sell, grant any option or
contract to purchase, purchase any option or contract to sell, or otherwise
dispose of, directly or indirectly, any shares or options, warrants, conversion
privileges or rights of any kind to acquire any shares of, any of its equity
interests, including, without limitation, capital stock or partnership
interests;

     

    (viii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of the equity
interests of the Company;

     

    (ix) except as provided in Section 4(h), amend or propose to amend its respective certificate
or articles of incorporation, bylaws or comparable organizational
documents;


    
      
          

      

      
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    (x) split, combine or reclassify any outstanding shares of its capital
stock or other equity interests, or declare, set aside or pay any dividend or
other distribution payable in cash, stock, property or otherwise with respect to
any of its equity interests;

     

    (xi) redeem, purchase or acquire or offer to acquire any of its equity
interests, including, without limitation, capital stock or partnership
interests;

     

    (xii) acquire or divest (by merger, exchange, consolidation, acquisition
of stock or assets or otherwise) (A) any corporation, partnership, limited
liability company, joint venture or other business organization or division or
(B) assets of the Company, other than in the ordinary course of
business;

     

    (xiii) except for expenditures approved in writing in advance by the
Requisite Noteholders in their reasonable discretion, which shall not be
unreasonably withheld or delayed, incur capital expenditures in excess of the
$1,200,000 amount projected in the 13-week cash flow forecast as of October 19,
2009 provided to Stroock until the earliest to occur of the consummation of the
Exchange Offer, the confirmation of the Conforming Plan or January 19, 2010
(which date may be extended by the mutual written consent of the
Parties);

     

    (xiv) incur or suffer to exist any indebtedness, except indebtedness
existing and outstanding immediately prior to the date hereof, trade payables
and liabilities arising and incurred in the ordinary course of business, any
refinancing permitted under the Definitive Documents, the Working Capital
Facility, and customary permitted indebtedness;

     

    (xv) except in connection with the issuance of the New Notes, any
refinancing permitted under the Definitive Documents, the Working Capital
Facility or as otherwise specifically contemplated herein, incur any liens or
security interests, other than those existing on the date hereof and customary
permitted liens;

     

    (xvi) incur any charges, encumbrances or lease obligations other than in
the ordinary course of business consistent with past practices;

     

    (xvii) enter into any commitment or agreement with respect to
debtor-in-possession financing, cash collateral and/or exit financing other than
as necessary to effectuate the Restructuring Transactions set forth in the
Restructuring Term Sheet;

     

    (xviii) enter into any collective bargaining agreements or materially
increase the benefits under any existing collective bargaining agreements or
benefit plans (except as required by law), without the approval of the
Bankruptcy Court;

     

    (xix) (A) hire any executive or employee whose total compensation is
greater than $200,000, or (B) increase by greater than five percent (5%) the
compensation for any executive or employee whose total compensation is greater
than $200,000, in each case without the approval of the Bankruptcy Court, if the
total aggregate amount by which amounts paid pursuant to actions taken in
accordance with subsections (A) or (B) above exceeds $200,000 is equal to or
less than $300,000; provided, however, that the restriction set forth in subsection (A)
above shall not apply to the hiring of any executive or employee in order to
replace an


    
      
          

      

      
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    (xx) existing executive or employee where the new executive or employee’s
aggregate compensation is equal to or less than that of the replaced executive
or employee;

     

    (xxi) settle any claim or pending litigation where the Company’s liability
exceeds $150,000 per settlement individually, or $500,000 in the aggregate,
without the approval of the Bankruptcy Court; or

     

    (xxii) redeem, purchase or acquire or offer to acquire any
Notes.

     

    (k) Board Observer.  On the Restructuring Effective
Date, the Company shall amend its organizational documents in a manner that is
in form and substance reasonably satisfactory to the Consenting Holders in order
to allow, so long as any New Notes remain outstanding, holders representing a
majority in aggregate principal amount outstanding of such New Notes the right
to appoint a non-voting observer (the “Observer”) to the board of directors of the Company (the
“Board”).  Such Observer shall be permitted to
observe each meeting of each committee of each of the Board and the board of
directors (or comparable body) of each material subsidiary of the Company and
each committee of such board (or comparable body) of each such
subsidiary.  Such Observer shall be elected by the holders of the New
Notes for successive one (1) year terms, removable only (A) by holders of the
New Notes representing a majority in aggregate principal amount outstanding of
the New Notes, or (B) by the Company for cause.  Such Observer shall
receive notice of the times and locations of all meetings in accordance with the
procedures in place for delivering notices of such meetings to the members of
the Board.  Such Observer shall be entitled to reimbursement for
reasonable fees and expenses incurred in connection with attending such
meetings.

     

    (l) Tax Consolidation Agreement.  On or before the date
that is fifteen (15) Business Days after the Commencement Date, the Company
shall amend the Tax Consolidation Agreement dated as of August 7, 2003 among
MPG, Morris Communications Company, LLC (“MCC”) and Shivers Trading & Operating Company (“Shivers”), as amended by Amendment No. 1 to Tax Consolidation
Agreement dated as of January 28, 2009 among MPG, MCC, Shivers, Questo, Inc. and
MPG Newspaper Holding, LLC, and such amendment shall (i) provide that any
indebtedness of MPG Newspaper Holding, LLC shall be treated for purposes of the
Tax Consolidation Agreement as if it were a direct obligation of the Company and
no other Affiliate of the Company, (ii) provide that the trustee under the
Indenture shall have an approval right as more fully specified in the Indenture
with respect to elections made or positions taken for tax return purposes, and,
in the case of subclause (D), actions taken, to the extent those elections,
positions or actions taken could reasonably be expected to have any adverse
consequence on the New Notes or the Company,  related to (A) the
exchange of the New Notes for the Notes, (B) the Plan of Reorganization attached
as Schedule VIII to that certain Amendment No. 4 and Waiver No. 2 to the Credit
Agreement, dated as of January 28, 2009, among the Company, Morris, Shivers, MPG
Holding, the guarantors and lenders party there, and JPMorgan Chase Bank, N.A.,
as administrative agent, (C) the Senior Refinancing Transaction, or (D) the
indebtedness of MPG Newspaper Holding, LLC, and (iii) include the following
language:

     

    “For the avoidance of doubt, and notwithstanding anything to the
contrary contained or implied in this Agreement, the parties


    
      
          

      

      
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    acknowledge and agree that the Company shall not be required to make
any payments to MPG Holding, Questo or any other entity whose income is included
in a consolidated or combined income or franchise tax return of the Group, and
shall be indemnified against the making of any payments to the IRS or other
state or local taxing authority, with respect to any tax consequences or
liabilities arising from or attributable to either (i) the Plan of
Reorganization attached as Schedule VIII to that certain Amendment No. 4 and
Waiver No. 2 to the Credit Agreement, dated as of January 28, 2009, among the
Company, Morris, Shivers, MPG Holding, the guarantors and lenders party there,
and JPMorgan Chase Bank, N.A., as administrative agent, or (ii) the transactions
contemplated by that certain term sheet and related diagram attached as
Attachment A (and described therein as the ‘Senior Refinancing Transaction’, the
“Senior Refinancing Documentation”) to that certain
Restructuring Term Sheet dated as of September 23, 2009 (as amended) among the
Company and its subsidiaries and certain holders of the Company's 7% Senior
Subordinated Notes due 2013 party thereto; provided, however, that in calculating the obligations of the Company
under this Agreement, there shall be taken into account the tax consequences and
liabilities arising from or attributable to the refinancing or satisfaction of
the Company’s senior secured debt and the issuance of the new MPG Holding debt
as described in the Senior Refinancing Documentation, the issuance of the New
Notes in exchange for the Notes (as defined in the Restructuring Support
Agreement), and the payment of related fees and expenses, all as provided for in
connection with the Senior Refinancing Transaction (as defined in the
Restructuring Support Agreement).”

     

    (m) Management and Services Agreement.  On or before
the date that is fifteen (15) Business Days after the Commencement Date, the
Company shall amend the Management and Services Agreement dated as of August 7,
2003 (the “MSA”) among MCC, MSTAR Solutions, LLC (“MSTAR”) and MPG, as amended by (i) the First Amendment to
Management Services Agreement dated August 7, 2003 among MCC, MSTAR and MPG,
(ii) the Second Amendment to Management Services Agreement dated as of May 16,
2008 among MCC, MSTAR and MPG, and (iii) the Third Amendment to Management
Services Agreement dated as of October 1, 2008 among MCC, MSTAR and MPG, and
such amendment shall fix the combined annual payment of the Morris
Communications Fee (as defined in the MSA) and the MSTAR Solutions Fee (as
defined in the MSA) at actual costs, provided that the combined annual payment
of the Morris Communications Fee and the MSTAR Solutions Fee shall not, under
any circumstances, exceed $22,000,000 in the aggregate during any given calendar
year; provided, however, that the amendment referenced in this section (j)
shall not become effective until the Restructuring Effective Date.

     

    (n) Control Agreements.  On or before the Restructuring
Effective Date, the Company shall have entered into deposit account control
agreements among the Company, the


    
      
          

      

      
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    (o) Indenture Trustee, the agent under the Credit Agreement and the
relevant financial institution for each deposit account of the Company for which
a deposit account control agreement currently is, or will be as contemplated by
the Senior Debt Refinancing Documentation, in place for the benefit of the
lenders under the Credit Agreement.

     

    (p) Automatic Stay.  The Company acknowledges and
agrees and shall not dispute that after the commencement of the Chapter 11 Cases
(if commenced), the giving of notice of termination by any Party pursuant to
this Agreement shall not be a violation of the automatic stay of section 362 of
the Bankruptcy Code (and the Company hereby waives, to the greatest extent
possible, the applicability of the automatic stay to the giving of such
notice).

     

    (q) Representations and Warranties.  The Company hereby
represents and warrants to the Consenting Holders that as of the date hereof,
there have been no changes since October 15, 2009 to any of the following
documents: (i) the Credit Agreement, (ii) the Security and Guarantee Agreement
(as defined in the Credit Agreement), (iii) the Transfer Documents (as defined
in the Credit Agreement), or (iv) the Pledge Agreement (as defined in the Credit
Agreement).

     

    Section 5. Termination of Agreement.

     

    (a) Consenting Holders’ Termination Events.  This
Agreement may be terminated by written notice of termination by the Requisite
Noteholders, delivered in accordance with Section 20 hereof, upon the occurrence of, and during the
continuation of, any of the following events (each, a “Consenting Holders’ Termination Event”):

     

    (i) a material breach by the Company of any of its obligations under any
of the Definitive Documents;

     

    (ii) a material breach by the Company of any of the provisions of Sections 4(a)-(l) of this Agreement;

     

    (iii) any representation made by the Company in this Agreement proves to
have been materially incorrect on the date hereof, the date when such
representation was made or on the Effective Date, which breach remains uncured
for a period of three (3) Business Days after delivery to the Consenting
Holders, or receipt by the Company from the Consenting Holders, in either case,
of written notice of such breach;

     

    (iv) the issuance by any governmental authority, including any regulatory
authority or court of competent jurisdiction, of any ruling or order enjoining
the consummation of a material portion of the Restructuring Transactions, provided, however, that it shall not be deemed a material portion for
purposes of this subsection if the Exchange Offer is enjoined and the Conforming
Plan has not been enjoined;

     

    (v) any event, change, effect, occurrence, development, circumstance or
change of fact occurs that has or would reasonably be expected to have a
Material Adverse Effect or that materially impairs the ability of the Company to
perform its obligations under this Agreement, which breach remains uncured for a
period of three (3) Business Days after delivery


    
      
          

      

      
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    (vi) to the Consenting Holders, or receipt by the Company from the
Consenting Holders, in either case, of written notice of such
breach;

     

    (vii) the Bankruptcy Court enters an order that grants relief that is
materially inconsistent with this Agreement, the Restructuring Term Sheet or the
Conforming Plan in any respect;

     

    (viii) the Bankruptcy Court enters an order modifying or terminating the
Company’s exclusive right to file and/or solicit acceptances of a plan of
reorganization;

     

    (ix) the Bankruptcy Court grants relief terminating, annulling or
modifying the automatic stay (as set forth in section 362 of the Bankruptcy
Code) permitting the taking of any assets of the Company having an aggregate
fair market value in excess of $500,000, except as covered by insurance; provided, however, that the aggregate liability to the Company after
giving effect to any insurance proceeds shall not exceed $500,000;

     

    (x) the commencement of an avoidance action or other legal proceeding by
the Company or any other party with standing to bring such action (a “Proceeding”) that seeks to challenge the validity,
enforceability or priority of the Notes or the New Notes, or otherwise
materially affects the rights and remedies of any Consenting Holder solely in
such Consenting Holder’s capacity as a holder of Notes or New Notes, which
Proceeding is not stayed or dismissed within three (3) Business Days of the
receipt by the Company of written notice of such Proceeding;

     

    (xi) the termination of, or occurrence of an event of default (as defined
in the applicable agreement) under any commitment or agreement to provide
post-petition debtor-in-possession financing or exit financing to the Company to
the extent permitted hereunder, which shall not have been cured within any
applicable grace periods or waived pursuant to the terms of the commitment or
agreement governing such facility;

     

    (xii) the termination of, or occurrence of an event of default (as defined
in the applicable order or agreement) under, any order or agreement permitting
the use of cash collateral to the extent permitted hereunder which shall not
have been cured within any applicable grace periods or waived pursuant to the
terms of such order or agreement;

     

    (xiii) the Bankruptcy Court having entered an order (A) directing the
appointment of an examiner with expanded powers or a trustee, (B) converting the
Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C)
dismissing the Chapter 11 Cases;

     

    (xiv) a material deviation in amount or type from the liabilities
previously disclosed in writing to the Ad Hoc Committee or to the Ad Hoc
Committee Advisors, including liabilities disclosed in the due diligence
materials provided to the Ad Hoc Committee Advisors prior to the commencement of
the Chapter 11 Cases; or

     

    (xv) the failure to satisfy any of the conditions to effectiveness set
forth in the Conforming Plan after the Confirmation Date.


    
      
          

      

      
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    (xvi) Company Termination Events.  The Company may
terminate this Agreement as to all Parties upon three (3) Business Days prior
written notice, delivered in accordance with Section 20 hereof, upon the occurrence of any of the
following events:

     

    (xvii) the breach by one or more Consenting Holders of any of the
representations, warranties or covenants of such Consenting Holder(s) set forth
in this Agreement, if such breach would have a material adverse impact on the
Company or the consummation of the Restructuring Transactions, which breach
remains uncured for a period of five (5) Business Days after the receipt by the
applicable Consenting Holder(s) from the Company of written notice of such
breach; or

     

    (xviii) the issuance by any governmental authority, including any regulatory
authority or court of competent jurisdiction, of any ruling or order enjoining
the consummation of a material portion of the Restructuring Transactions; provided, however, it shall not be deemed a material portion for
purposes of this subsection if the Exchange Offer is enjoined and the Conforming
Plan has not been enjoined.

     

    (b) Mutual Termination.  This Agreement, and the
obligations of all Parties hereunder, may be terminated by mutual written
agreement among the Company and the Requisite Noteholders, and, in all events,
this Agreement will be terminated upon the earlier of the Restructuring
Effective Date and September 30, 2010.

     

    (c) Effect of Termination.  Upon the termination of
this Agreement in accordance with this Section 5, each Party, subject to Section 14 hereof, shall be immediately released from its
commitments, undertakings and agreements under or related to this Agreement and
shall have all the rights and remedies that it would have had and shall be
entitled to take all actions, whether with respect to the Restructuring
Transactions or otherwise, that it would have been entitled to take had it not
entered into this Agreement, including all rights and remedies available to it
under applicable law, the Notes, the New Notes (if applicable), the Existing
Indenture, the Indenture (if applicable) and any ancillary documents or
agreements thereto; provided, however, that the foregoing termination shall not affect any
agreements or consents in respect of the Senior Refinancing Transaction as
consummated prior to the date hereof.  Upon any such termination of
this Agreement, each Consenting Holder may, upon written notice to the Company
and the other Parties, subject to the terms of any order of the Bankruptcy
Court, revoke its vote or any consents given by such Consenting Holder prior to
such termination, whereupon any such vote or consent shall be deemed, for all
purposes, to be null and void ab initio and shall not be considered or otherwise used in
any manner by the Parties in connection with the Restructuring Transactions and
this Agreement.  If this Agreement has been terminated in accordance
with this Section 5 at a time when permission of the Bankruptcy Court
shall be required for a Consenting Holder to change or withdraw (or cause to
change or withdraw) its vote to accept the Conforming Plan, the Company shall
not oppose any attempt by such Consenting Holder to change or withdraw (or cause
to change or withdraw) such vote at such time.

     

    Section 6. Good Faith Cooperation; Further Assurances;
Acknowledgment.  The Parties shall cooperate with each other in
good faith and shall coordinate their activities (to the extent practicable and
subject to the terms hereof) in respect of (a) all matters relating to
their


    
      
          

      

      
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    Section 7. rights hereunder in respect of the Company or otherwise in
connection with their relationship with the Company, (b) all matters concerning
the implementation of the Restructuring Term Sheet, the Exchange Offer and the
Conforming Plan, and (c) the consummation of the Restructuring
Transactions.  Furthermore, subject to the terms hereof, each of the
Parties shall take such action as reasonably may be necessary to carry out the
purposes and intent of this Agreement, including making and filing any required
regulatory filings and voting any claims or securities of the Company in favor
of the Restructuring Transactions (provided that no Consenting Holder shall be
required to incur any expense (other than nominal expenses associated with the
performance of its obligations hereunder), liability or other obligation) in
connection therewith, and shall refrain from taking any action that would
frustrate the purposes and intent of this Agreement.  This Agreement
is not, and shall not be deemed, a solicitation for consents to the Exchange
Offer or the Conforming Plan.  This Agreement is not, and shall not be
deemed, an offer by the Company to sell any securities, nor a solicitation for
orders to buy such securities.

     

    Section 8. Definitive Documents.  Each Party hereby covenants and agrees to
negotiate in good faith and to execute (to the extent such Party is a party
thereto) the Definitive Documents.  For the avoidance of doubt, the
Parties agree to (a) act in good faith and use commercially reasonable
efforts to implement and consummate (i) the Exchange Offer, and if applicable
because the Requisite Tender was not received in response to the Exchange Offer,
(ii) the Conforming Plan in accordance with the terms of this Agreement, and (b)
do all things reasonably necessary and appropriate in furtherance of
consummating the Restructuring Transactions in accordance with, and within the
time frames contemplated by, this Agreement.

     

    Section 9. Representations and Warranties.

     

    (a) Each Party, severally (and not jointly), represents and warrants to
the other Parties that the following statements are true, correct and complete
in all material respects as of the date hereof:

     

    (i) such Party is validly existing and in good standing under the laws
of the jurisdiction of incorporation or organization, and has all requisite
corporate, partnership, limited liability company or similar authority to enter
into this Agreement and carry out the transactions contemplated hereby and
perform its obligations contemplated hereunder, and the execution and delivery
of this Agreement and the performance of such Party’s obligations hereunder have
been duly authorized by all necessary corporate, limited liability, partnership
or other similar action on its part;

     

    (ii) the execution, delivery and performance by such Party of this
Agreement does not and will not (A) violate any provision of law, rule or
regulation applicable to it or any of its subsidiaries or its charter or bylaws
(or other similar governing documents) or those of any of its subsidiaries, or
(B) conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any material contractual obligation to which it
or any of its subsidiaries is a party;

     

    (iii) the execution, delivery and performance by such Party of this
Agreement does not and will not require any registration or filing with, consent
or approval of, or


    
      
          

      

      
        -20-

        
          

        

      

      
          

      

    

    
 

    (iv) notice to, or other action to, with or by, any federal, state or
governmental authority or regulatory body, except such filings as may be
necessary and/or required for disclosure to the Securities and Exchange
Commission and in connection with the Chapter 11 Cases and the Conforming
Plan; and

     

    (v) this Agreement is the legally valid and binding obligation of such
Party, enforceable in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability or a ruling of the Bankruptcy
Court.

     

    (b) Each Consenting Holder severally (and not jointly), represents and
warrants that, as of the date hereof, such Consenting Holder:

     

    (i) is the beneficial owner of, or the investment adviser or manager of
discretionary accounts for holders or beneficial owners of, the aggregate
principal amount of Notes set forth on the disclosure schedules attached hereto
as Schedule 1 (the “Relevant Securities”), with the power and authority to (A)
vote and dispose of all or substantially all of such Relevant Securities,
(B) consent to such matters concerning such Relevant Securities, and (C)
exchange, assign and transfer such Relevant Securities, in each case as or on
behalf of the holders or beneficial owners of such Relevant Securities, and is
entitled (for its own account or for the account of other persons claiming
through it) to all of the rights and economic benefits of such holdings;
and

     

    (ii) has not made any prior assignment, sale, participation, grant,
conveyance or other transfer of, and has not entered into any other agreement
(other than the Restructuring Term Sheet) to assign, sell, participate, grant,
convey or otherwise transfer, in whole or in part, any portion of its right,
title or interests in any Notes (other than ordinary course pledges and/or
swaps) that are inconsistent with the representations and warranties of such
Consenting Holder herein or would render such Consenting Holder otherwise unable
to comply with this Agreement and perform its obligations
hereunder.

     

    Section 10. Disclosure; Publicity.

     

    (a) Not later than the earlier of four (4) Business Days after execution
of this Agreement and one (1) Business Day after commencement of the Exchange
Offer, subject to the provisions set forth in Section 9(b) hereof, the Company shall file with the
Securities and Exchange Commission a Current Report on Form 8-K and disseminate
a press release disclosing the existence of this Agreement and the terms hereof,
with such redactions as may be requested by any Consenting Holder’s counsel to
maintain the confidentiality of the items identified in Section 9(b) hereof, except as otherwise required by
law.  In the event that the Company fails, in the reasonable judgment
of a Consenting Holder, to make the foregoing disclosures in compliance with the
terms specified herein, any such Consenting Holder may publicly disclose the
foregoing, including, without limitation, this Agreement and all of its exhibits
and schedules (subject to the redactions called for by this Section 9(a) or Section 11 hereof), and the Company hereby waives any claims
against the Consenting Holders arising as a result of such disclosure by a
Consenting Holder in compliance with this Agreement.


    
      
          

      

      
        -21-

        
          

        

      

      
          

      

    

    
 

    (b) The Company shall submit drafts to Stroock of any press releases and
public documents that constitute disclosure of the existence or terms of this
Agreement or any amendment to the terms of this Agreement at least one (1)
Business Day prior to making any such disclosure, and shall afford them a
reasonable opportunity to comment on such documents and disclosures and shall
consider incorporating any such comments in good faith.  Except as
required by law or otherwise permitted under the terms of any other agreement
between the Company and any Consenting Holder, no Party or its advisors shall
(i) use the name of any Consenting Holder in any public manner or (ii) disclose
to any person (including, for the avoidance of doubt, any other Consenting
Holder), other than advisors to the Company, the principal amount or percentage
of any Notes, New Notes (if applicable) or any other securities of the Company
held by any Consenting Holder, in each case, without such Consenting Holder’s
prior written consent; provided, however, that (i) if such disclosure is required by law,
valid subpoena or regulation, the disclosing Party shall afford the relevant
Consenting Holder a reasonable opportunity to review and comment in advance of
such disclosure and shall take all reasonable measures to limit such disclosure
and (ii) the foregoing shall not prohibit the disclosure of the aggregate
percentage or aggregate principal amount of Notes and New Notes (if applicable)
held by all the Consenting Holders collectively.

     

    Section 11. Amendments and Waivers.  This Agreement, including any exhibits or
schedules hereto, may not be modified, amended or supplemented except in a
writing signed by the Company and the Requisite Noteholders; provided, however, that any modification of, or amendment or supplement
to, this Section 10 shall require the written consent of all of
the Parties.  A Consenting Holders’ Termination Event may not be
waived except in a writing signed by the Requisite Noteholders.

     

    Section 12. Effectiveness.  This Agreement shall become effective and
binding on the Parties when counterpart signature pages to this Agreement shall
have been executed and delivered by the Company and Consenting Holders,
including each of the parties to the Restructuring Term Sheet, holding at least
66% in aggregate principal amount of the Notes (such date, the “Effective Date”); provided, however, that signature pages executed by Consenting Holders
shall be delivered to (a) other Consenting Holders in a redacted form that
removes such Consenting Holders’ holdings of the Notes and (b) the Company
and advisors to the Consenting Holders in an unredacted form.

     

    Section 13. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO ANY CONFLICTS OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF
THE LAW OF ANY OTHER JURISDICTION.  BY ITS EXECUTION AND DELIVERY OF
THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ANY LEGAL ACTION, SUIT OR PROCEEDING AGAINST IT WITH RESPECT TO ANY
MATTER UNDER OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RENDERED IN ANY SUCH ACTION, SUIT OR
PROCEEDING, MAY BE BROUGHT IN ANY FEDERAL OR STATE COURT IN THE BOROUGH OF
MANHATTAN, THE CITY OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH OF THE PARTIES


    
      
          

      

      
        -22-

        
          

        

      

      
          

      

    

    
 

    Section 14. HEREBY IRREVOCABLY ACCEPTS AND SUBMITS ITSELF TO THE NONEXCLUSIVE
JURISDICTION OF EACH SUCH COURT, GENERALLY AND UNCONDITIONALLY, WITH RESPECT TO
ANY SUCH ACTION, SUIT OR PROCEEDING.  EACH PARTY HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.  NOTWITHSTANDING THE FOREGOING CONSENT TO JURISDICTION,
FOLLOWING THE COMMENCEMENT OF THE CHAPTER 11 CASES, EACH OF THE PARTIES AGREES
THAT THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF GEORGIA
SHALL HAVE EXCLUSIVE JURISDICTION WITH RESPECT TO ANY MATTER UNDER OR ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

     

    Section 15. Specific Performance.  It is understood and agreed by the Parties that
any breach of this Agreement by any Party would give rise to irreparable damage
for which monetary damages would not be an adequate remedy and to the extent
permitted by applicable law, each non-breaching Party shall be entitled to
specific performance and injunctive or other equitable relief as a remedy of any
such breach, without the necessity of proving the inadequacy of money damages as
a remedy, including an order of the Bankruptcy Court requiring any Party to
comply promptly with any of its obligations hereunder.

     

    Section 16. Survival.  Notwithstanding the termination of this
Agreement pursuant to Section 5 hereof, the agreements and obligations of the
Parties in this Section 14 and in Sections 5(d), 9, 12, 13, 16, 17, 18, 21, 22, 23, 24 and 25 hereof shall survive such termination and shall continue
in full force and effect for the benefit of the applicable Party in accordance
with the terms hereof.

     

    Section 17. Headings.  The headings of the sections, paragraphs and
subsections of this Agreement are inserted for convenience only and shall not
affect the interpretation hereof.

     

    Section 18. Successors and Assigns; Severability; Several
Obligations.  This Agreement is intended to bind and inure to
the benefit of the Parties and their respective successors, assigns, heirs,
executors, administrators and representatives; provided, however, that nothing contained in this Section 16 shall be deemed to permit sales, assignments or
transfers of the Notes or New Notes (if applicable), or claims arising under the
Notes or New Notes (if applicable), other than in accordance with Section 3(d) of this Agreement.  If any
provision of this Agreement, or the application of any such provision to any
person or circumstance, shall be held invalid or unenforceable in whole or in
part, such invalidity or unenforceability shall attach only to such provision or
part thereof and the remaining part of such provision hereof or the Agreement
shall continue in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any Party.  Upon any such determination of
invalidity, the Parties shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the Parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent
possible.


    
      
          

      

      
        -23-

        
          

        

      

      
          

      

    

    
 

    Section 19. No Third-Party Beneficiaries.  Unless expressly stated herein or as otherwise
provided in the Credit Agreement as of the date hereof, this Agreement shall be
solely for the benefit of the Parties and no other Person shall be a third-party
beneficiary hereof.

     

    Section 20. Prior Negotiations; Entire Agreement.  This Agreement, including the exhibits and
schedules hereto, including without limitation, the Restructuring Term Sheet,
constitutes the entire agreement of the Parties, and supersedes any other prior
agreements, arrangements or understandings (whether written or oral), with
respect to the subject matter hereof, except that the Parties acknowledge that
any confidentiality agreements (if any) heretofore executed between the Company
and each Consenting Holder shall continue in full force and effect.

     

    Section 21. Counterparts.  This Agreement may be executed and delivered in
any number of counterparts (including by facsimile or portable document format
(PDF) signatures), each of which shall be deemed to be an original as against
any party whose signature page appears thereon, and all of which shall together
constitute one and the same agreement.

     

    Section 22. Notices.  All notices hereunder shall be deemed given if
in writing and delivered, if sent by email (and acknowledged in electronic or
other writing by the recipient), facsimile, courier or by registered or
certified mail (return receipt requested) to the following addresses and
facsimile numbers (or at such other addresses or facsimile numbers as shall be
specified by like notice):

     

    
      	
              (1)           If
      to the Company, to:

            
	  
	  	
              Morris Publishing Group, LLC

              725 Broad Street

              Augusta, Georgia 30901

              Fax: (706) 722-7125

              Attention: Craig S. Mitchell

              email: craig.mitchell@morris.com

            
	  	  
	
              With copies to:

            
	  	  
	  	
              Hull, Towill, Norman, Barrett & Salley, P.C.

              801 Broad Street, 7th Floor

              Augusta, Georgia 30901

              Fax: (706) 722-9779

              Attention: Mark S. Burgreen

              email: msburgreen@hullfirm.com

            
	  	  


    

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

     

    
      	  	
              Neal Gerber Eisenberg, LLP

              Two North LaSalle Street, Suite 1700

              Chicago, Illinois 60602

              Fax: (312) 269-1747

              Attention: Mark A. Berkoff

                             Nicholas
      M. Miller

              email: mberkoff@ngelaw.com

              email: nmiller@ngelaw.com

            
	  	  
	
              (2)           If
      to a Consenting Holder or a transferee thereof, to the address or
      facsimile number set forth below on such Consenting Holder’s signature
      page (or as directed by any transferee thereof), as the case may be, with
      copies to:

            
	  	  
	  	
              Stroock & Stroock & Lavan LLP

              180 Maiden Lane

              New York, New York 10038

              Fax: (212) 806-6006

              Attention: Kristopher M. Hansen

                              Brett
      Lawrence

              email: khansen@stroock.com

              email:
blawrence@stroock.com

            


    

     

    All notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered and the next
Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.  Any notice given by email or
facsimile shall be effective upon written or machine confirmation of
transmission.

     

    Section 23. Reservation of Rights.  Except as expressly provided otherwise in this
Agreement, nothing herein is intended to, or does, in any manner waive, limit,
impair or restrict the ability of each Consenting Holder to protect and preserve
its rights, remedies and interests, including without limitation, its claims
against the Company.  Nothing herein shall be deemed an admission of
any kind.  If the transactions contemplated herein are not
consummated, or if this Agreement is terminated for any reason, the Parties
fully reserve any and all of their rights.  Pursuant to Rule 408 of
the Federal Rules of Evidence, any applicable state rules of evidence and any
other applicable law, foreign or domestic, this Agreement and all negotiations
relating thereto shall not be admissible into evidence in any proceeding other
than a proceeding to enforce its terms.

     

    Section 24. Prevailing Party.  If any Party brings an action or proceeding
against any other Party based upon a breach by such Party of its obligations
hereunder, the prevailing Party shall be entitled to all reasonable expenses
incurred, including reasonable attorneys’, accountants’ and financial advisors
fees in connection with such action or proceeding.

     

    Section 25. Relationship Among Parties.  It is understood and agreed that no Consenting
Holder has any duty of trust or confidence in any kind or form with any other
Consenting Holder, and, except as expressly provided in this Agreement, there
are no commitments among or between them.  In this regard, it is
understood and agreed that any Consenting Holder may trade in the Notes, New
Notes (if applicable) or other debt or equity securities of the Company without
the consent of the Company or any other Consenting Holder, subject to applicable
securities laws and the terms of this Agreement; provided, however, that no Consenting Holder shall have any
responsibility for any such trading to any other entity by
virtue


    
      
          

      

      
        -25-

        
          

        

      

      
          

      

    

    
 

    Section 26. of this Agreement.  No prior history, pattern or practice
of sharing confidences among or between the Consenting Holders shall in any way
affect or negate this understanding and agreement.

     

    Section 27. Fiduciary Duties.  Notwithstanding anything to the contrary herein,
nothing in this Agreement shall require (a) the Company or any directors or
officers of the Company (in such person’s capacity as a director or officer of
the Company) to take any action, or to refrain from taking any action, to the
extent required, that would, in the opinion of counsel, conflict with its or
their fiduciary obligations under applicable law, or (b) any Consenting Holder
or representative of a Consenting Holder that becomes a member of a statutory
committee that may be established in the Chapter 11 Cases to take any action, or
to refrain from taking any action, in such person’s capacity as a statutory
committee member to the extent required, that would conflict with fiduciary
obligations applicable to such person under the Bankruptcy Code; provided however, that nothing in this Agreement shall be construed as
requiring any Consenting Holder to serve on any statutory committee in the
Chapter 11 Cases.  Nothing herein will limit or affect, or give rise
to any liability, to the extent required for the discharge of the fiduciary
obligations described in this Section 24.

     

    Section 28. Indenture Waiver.  Notwithstanding anything to the contrary herein,
each Consenting Holder hereby waives, solely with respect to the Notes held by
it, any requirement of Sections 4.11 or 4.20 of the Existing Indenture that
would restrict the consummation of the transaction involving the acquisition and
amendment of the senior secured debt of the Company on the terms set forth in
the Term Sheet attached as Attachment A to the Restructuring Term Sheet and described
therein as the “Senior Refinancing Transaction”.

     

    [Signature
Pages Follow]


    
      
          

      

      
        -26-

        
          

        

      

      
          

      

    

    
 

    IN WITNESS WHEREOF, the Parties have caused this Agreement to
be executed as of the date first written
above.

     

     

    
      	
              MORRIS PUBLISHING GROUP, LLC

            
	  
	
              By:

            	
              
                 /s/
      Craig S.
      Mitchell   __________________________

              

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              MORRIS PUBLISHING FINANCE CO.

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              YANKTON PRINTING COMPANY

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              BROADCASTER PRESS, INC.

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              THE SUN TIMES, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              HOMER NEWS, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of
  Finance

            


    

     


    
      
          

      

      
        -27-

        
          

        

      

      
          

      

    


     

    
      	  	  
	
              LOG CABIN DEMOCRAT, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              ATHENS NEWSPAPERS, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              SOUTHEASTERN NEWSPAPERS COMPANY, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              STAUFFER COMMUNICATIONS, INC.

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	
              FLORIDA PUBLISHING COMPANY

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              MPG HOLLAND PROPERTY, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  


    

     


    
      
          

      

      
        -28-

        
          

        

      

      
          

      

    


     

    
      	  	  
	
              SOUTHWESTERN NEWSPAPERS COMPANY, L.P.

            
	  
	
              By: Morris Publishing Group, LLC, its

              general partner

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              THE OAK RIDGER, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  
	
              MPG ALLEGAN PROPERTY, LLC

            
	  
	
              By:

            	
               /s/
      Craig S.
      Mitchell   __________________________

            
	  	
              Name: Craig S. Mitchell

            
	  	
              Title: Senior Vice President of Finance

            
	  	  
	  	  


    


    
      
          

      

      
        -29-

        
          

        

      

      
          

      

    

     

     

    SIGNATURE BLOCK OF CONSENTING HOLDER

     

    
      	
              Name:  Bennett Management Corporation, on
      behalf of affiliated investment
      entities

            	  
	
              Signature:  /s/
      John V. Koerber

            	  
	
              Name of Signing Person:  John V.
      Koerber

            	  
	
              Title of Signing Person:  Managing
      Director

            	  
	  	  
	
              Notice Address:

              Bennett Management Corporation

              2 Stamford Plaza – Suite 1501

              281 Tresser Boulevard

              Stamford, CT 06901-3259

            	  
	
              Attention:

              John V. Koerber

              Warren Frank

            	  
	
              Fax:  203-353-3113

            	  


    

     

    
      
          

      

      
        -30-

        
          

        

      

      
          

      

    

     

     

    SIGNATURE BLOCK OF CONSENTING HOLDER

     

    
      	
              Name:  MACKAY SHIELDS LLC, as investment
      adviser or sub-advisor to certain
      holders

            	  
	
              Signature:  /s/
      J. Matthew Philo

            	  
	
              Name of Signing Person:  J. Matthew
      Philo

            	  
	
              Title of Signing Person:  Senior Managing
      Director

            	  
	  	  
	
              Notice Address:

              MacKay Shields LLC

              9 West 57th
      Street

              New York, NY 10019

            	  
	
              Attention:

              J. Matthew Philo

            	  
	
              Fax:  212-754-9187

            	  


    


    
      
          

      

      
        -31-

        
          

        

      

      
          

      

    

     

     

    SIGNATURE BLOCK OF CONSENTING HOLDER

     

    
      	
              Name:  Metropolitan Life Insurance
      Company

            	  
	
              Signature:  /s/
      Reena S. Pally

            	  
	
              Name of Signing Person:  Reena S.
      Pally

            	  
	
              Title of Signing
      Person:  Director

            	  
	  	  
	
              Notice Address:

              10 Park Avenue, POB 1902

              Morristown, NJ 07962

            	  
	
              Attention:

              Reena S. Pally

            	  
	
              Fax:  973-355-4780

            	  


    


    
      
          

      

      
        -32-

        
          

        

      

      
          

      

    

     

     

    SIGNATURE BLOCK OF CONSENTING HOLDER

     

    
      	
              Name:  RCG PB,
      LTD

            	  
	
              Signature:  /s/
      Jeffrey M. Solomon

            	  
	
              Name of Signing Person:  Jeffrey M.
      Solomon

            	  
	
              Title of Signing Person:  Authorized
      Signatory

            	  
	  	  
	
              Notice Address:

              599 Lexington Avenue, 20th
      Floor

              New York, NY 10022

            	  
	
              Attention:

              Gregory Sandukas

              Michael Schwartz

            	  
	
              Fax:  212-845-7994

            	  


    


    
      
          

      

      
        -33-

        
          

        

      

      
          

      

    

     

     

    EXHIBIT
A
 

    MORRIS PUBLISHING GROUP, LLC

     

    Restructuring Term Sheet

     

    September 23, 2009

     

    Set forth below is a binding summary of terms (this “Term Sheet”) offered in settlement between the parties
hereto.  Until publicly disclosed, this term sheet and the information
contained herein shall remain strictly confidential and may not be shared with
any person other than Morris Publishing Group, LLC (along with its subsidiaries,
“MPG” or the “Company”), the ad hoc committee of holders of the 7% Senior
Subordinated Notes due 2013 (the “Ad Hoc Committee”), the other parties (who are subject to
non-disclosure obligations) involved in the proposed Senior Refinancing
Transaction (as defined below), and their respective professional
advisors.  Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Existing Indenture (as defined
below).

     

    This Term Sheet shall be binding upon execution by each of the
parties hereto with respect to the subject matter contained in this Term Sheet
but otherwise does not purport to summarize all additional conditions,
covenants, representations and warranties and other provisions that may be
contained in definitive legal documentation for the transactions contemplated
hereby, and the agreement regarding material terms set forth herein is subject
to the final negotiation and execution of the definitive legal documentation for
such transactions.

     

    
      	
              The Transaction

            	
              The Company’s exchange of $278,478,000 7% Senior Subordinated
      Notes due 2013 (plus any accrued and unpaid interest) (the “Existing Notes”) for $100,000,000 principal amount of
      new notes (the “New Notes”) to the holders of the Existing Notes,
      immediately upon the effective date (the “Effective Date”) of either (i) an out-of-court exchange
      offer, or (ii) a confirmed plan of reorganization (the “Plan”).

            


    

     

    
      
        
        

      

      
        Exhibit
A-1

        
          

        

      

      
        
        

      

    

     

     

    Summary Terms of the New Notes

     

    
      	
              Issuer

            	
              Morris Publishing Group, LLC

            
	
              Issue

            	
              The New Notes shall be issued under an indenture (the “Indenture”) that will be based in part upon the
      indenture governing the Existing Notes (the “Existing Indenture”).

            
	
              Guarantors

            	
              All existing and future subsidiaries that guarantee the
      Existing Notes (collectively, the “Guarantors”) shall unconditionally guarantee the
      indebtedness, obligations and liabilities of the Company arising under, or
      in connection with, the Indenture.

            
	
              Maturity

            	
              The New Notes shall mature on a date four (4) years and six
      (6) months (the “Maturity Date”) from the issuance of the New
      Notes.

            
	
              Remaining Debt

               

            	
              On the Effective Date, the Company must have at least $15.7
      million less (i) professional fees, (ii) restructuring charges,
      (iii) bank fees in an amount not to exceed $2.8 million, and (iv)
      amortization payments on existing first lien senior indebtedness in an
      amount not to exceed $2.25 million (the “Initial Cash on Hand”) in excess of the Working Capital
      Balance (as defined below) reflected as a current asset on the Company’s
      balance sheet.  Until the earliest to occur of the consummation
      of the Exchange Offer (as defined below), the confirmation of the Plan, or
      December 22, 2009 (which date may be extended by the Ad Hoc Committee and
      the Company), the Company shall not make aggregate capital expenditures in
      excess of the $650,000 amount projected in the 13-week cash flow forecast
      as of September 22, 2009 provided to the Ad Hoc Advisors (as defined
      below), except for expenditures approved in writing in advance by the Ad
      Hoc Committee in their reasonable discretion, which shall not be
      unreasonably withheld or delayed.

               

              The aggregate outstanding balance of the Company’s existing
      term loan shall not exceed $26.5 million less the Initial Cash on Hand following the
      consummation of a senior debt refinancing transaction involving the
      Company’s affiliates (the “Senior Refinancing Transaction”) in accordance with the
      Senior Debt Refinancing Documentation (as defined below), of which no more
      than $19.7 million less the Initial Cash on Hand will be held by an
      affiliate of ACON Investments, L.L.C. (the “Term Loan”) and approximately $6.8 million in the
      aggregate will be held by a Morris affiliate (the “Revolver”).  The Revolver shall consist
      solely of existing first lien indebtedness of the Company that is
      converted into a second lien Revolver balance on a dollar-for-dollar basis
      contemporaneously upon consummation of the Senior Refinancing
      Transaction.  The Term Loan shall not be held by any Affiliate
      of the Company at any time.

            


       

      
        
          
          

        

        
          Exhibit
A-2

          
            

          

        

        
          
          

        

      

       

       

      	
              Refinancing of Term Loan and Revolver

               

            	
              On or prior to one hundred fifty (150) days from the Effective
      Date, the Company shall be obligated to refinance (the “Refinancing”) the Revolver and the Term Loan with a
      term loan and/or revolver provided solely by an unaffiliated commercial
      bank and not by a Morris affiliate (collectively, the “Refinanced Debt”).  The Refinanced Debt shall
      have no prepayment penalties and shall permit cash coupon and amortization
      payments on the New Notes.

               

              To the extent that the Revolver is not refinanced within one
      hundred fifty (150) days of the Effective Date, the Revolver shall mature
      on the Maturity Date and shall only be capable of repayment from excess
      cash payable to the New Notes on a pro rata basis.  Upon the amortization or
      refinancing of all or any portion of the Revolver, including any accrued
      interest, such amortized or refinanced balance shall no longer be
      available for borrowing under the Revolver.

            
	
              Interest

            	
              Until the repayment in full of the Term Loan through cash flow
      sweeps, the New Notes shall accrue (i) cash interest at the rate of 5% per
      annum, payable quarterly in arrears, and (ii) paid-in-kind (“PIK”) interest at the rate of 10% per annum, compounded
      quarterly in arrears, which PIK interest shall increase the outstanding
      balance of the New Notes.  Thereafter, the New Notes shall pay
      cash interest at the rate of 10% per annum.

               

              The Term Loan shall accrue and pay interest at the rate of 15%
      per annum.

               

              The Revolver shall accrue interest solely at a PIK rate equal
      to the aggregate interest rate payable on the New Notes.

               

              The interest rate payable on the Refinanced Debt shall not
      exceed LIBOR plus 970 basis points, as calculated on a per annum
      basis.

               

              In the event of a refinancing of the Term Loan and Revolver,
      the New Notes shall accrue interest at five percent 5% plus the rate payable on the Refinanced Debt, with a
      minimum aggregate interest rate of 10% per annum.  While any
      Refinanced Debt remains outstanding, interest on the New Notes shall be
      payable 50% in cash and 50% PIK.  For example, if the Refinanced
      Debt has a per annum interest rate of 7%, the per annum interest rate of
      the New Notes shall be 12% (6% PIK and 6% cash) until the repayment in
      full (other than the Working Capital Facility) of the Refinanced Debt, at
      which time the New Notes shall accrue cash interest at a per annum rate of
      10%.

            
	
              Default Interest

            	
              If an Event of Default (as defined in the Indenture) occurs,
      and for so long as an Event of Default continues, cash interest on the New
      Notes shall accrue at the applicable rate plus (i) 2% per annum, and (ii) if any portion of the
      Term Loan remains outstanding, plus an additional 2% per
  annum.

            


       

      
        
          
          

        

        
          Exhibit
A-3

          
            

          

        

        
          
          

        

      

       

       

      	
              Mandatory Redemption/

              Repurchase

            	
              Subject to certain qualifications or exceptions, upon the
      occurrence of a Change of Control (as defined in the Indenture), certain
      asset dispositions, certain issuances of debt or equity by the Company, or
      the Company’s receipt of insurance or condemnation proceeds, the Company
      shall be obligated to repurchase the New Notes, at 101% of their principal
      amount, plus accrued and unpaid interest to the date of
      repurchase.  This repurchase obligation will be subordinate to
      repayment of the Term Loan.

            
	
              Optional Redemption/

              Repurchase

            	
              The New Notes shall be redeemable by the Company at its
      option, in whole or in part, in cash, at any time at a redemption price
      equal to 103% of the aggregate principal amount of the New Notes redeemed,
      declining to 102% in the second year, 101% in the third year and 100%
      thereafter (plus accrued and unpaid interest, if any, to the date of
      redemption), provided that any required amortization payments will be
      applied to reduce principal at 100% of the outstanding principal
      amount.

            
	
              Working Capital Revolving Credit Facility

               

            	
              The Company may enter into a secured working capital revolving
      credit facility with a maximum available amount of up to $10,000,000 (the
      “Working Capital Facility”).  The Working
      Capital Facility shall permit: (i) the payment of interest on the New
      Notes at all times (other than when an event of default under the Working
      Capital Facility shall have occurred and be continuing), and (ii) the
      amortization of the New Notes when there is no outstanding balance on the
      Working Capital Facility.

               

              As a condition to obtaining the Working Capital Facility, the
      Company shall be required to first use the entire remaining amount of the
      Working Capital Balance to amortize the Term Loan or Refinanced Debt, as
      applicable.

            


       

      
        
          
          

        

        
          Exhibit
A-4

          
            

          

        

        
          
          

        

      

       

       

      	
              Security/Priority

            	
              The New Notes and related guarantees shall be secured by a
      second lien on all the assets of the Company and the Guarantors that
      currently secure the existing first lien indebtedness of the
      Company.

               

              The New Notes shall rank:

               

              1) junior to the Term Loan (or the Refinanced Debt, if
      applicable) and the Working Capital Facility;

               

              2)pari passu with the Revolver for all purposes,
      including a subsequent insolvency proceeding under the Bankruptcy Code,
      and with respect to principal payments upon mandatory and optional
      redemptions/repurchases and required amortization payments;
      and

               

              3) senior to (a) any senior unsecured obligations of the
      Company and the Guarantors; and (b) any future subordinated indebtedness
      of the Company and the Guarantors.

               

              A customary mutually acceptable intercreditor agreement will
      be entered into between the trustee under the Indenture (the “Trustee”) and the agent for the Term Loan, the terms of
      which shall be agreed upon by the Ad Hoc Committee and the agent for the
      Term Loan prior to the consummation of the Senior Refinancing
      Transaction.

            
	
              Amortization; Excess Free Cash Flow Sweep;

              Minimum Cash Balance

            	
              Excess Free Cash Flow1 (as defined in the Indenture) greater
      than the Working Capital Balance shall be used to amortize the Term Loan
      (or the Refinanced Debt, if applicable) first, then the Working Capital
      Facility, and then the New Notes and the Revolver (if no Refinanced Debt)
      on a pro rata basis, on a monthly basis at 100% of their
      respective principal amount, plus any accrued and unpaid interest to the
      date of amortization.

               

              In addition, the Company may maintain a minimum balance of
      cash and cash equivalents at an agreed upon financial institution in an
      aggregate amount of $5,000,000 (average weekly balance in any calendar
      month) (the “Working Capital Balance”); provided, however, that the sum of (i) the Working Capital
      Balance, plus (ii) the average availability during any calendar
      month under the Working Capital Facility, if applicable, shall at all
      times be no less than $2,000,000 in the
  aggregate.

            


       

      
        
          
          

        

        
          Exhibit
A-5

          
            

          

        

        
          
          

        

      

       

       

      	
              Covenants

            	
              Except as specifically contemplated by this Term Sheet, the
      Indenture shall contain customary covenants (and others reasonably
      determined by the holders of the New Notes to be appropriate)
      substantially similar to those contained in the Existing Indenture,
      including, without limitation the following:

               

              Affirmative
      Covenants:

              1) Maintenance of (i) all necessary licenses, permits, trade
      names, trademarks and patents, (ii) properties and

              (iii) books and records;

               

              2) Compliance with (i) material contracts and

              (ii) environmental laws;

               

              3) Amendment to the Management and Services Agreement, dated as
      of August 7, 2003 (the “MSA”), between MCC, MSTAR Solutions, LLC (“MSTAR”) and the Company to fix the combined annual
      payment of the Morris Communications Fee (as defined in the MSA) and the
      MSTAR Solutions Fee (as defined in the MSA) at actual costs; provided, however, that the combined annual payment of the Morris
      Communications Fee and the MSTAR Solutions Fee shall not, under any
      circumstances, exceed $22,000,000 in the aggregate during any given
      calendar year.  The Company shall deliver a certificate every
      quarter to the Trustee providing in sufficient detail information about
      the costs incurred for such quarter and being charged for under the
      MSA.  The Trustee shall make available such information to any
      holder of New Notes who requests such information under conditions
      provided for in the Indenture;

               

              4) The Company shall deliver a certificate every month to the
      Trustee providing in sufficient detail information about the Company’s
      monthly EBITDA, existing cash, the outstanding balance of each of the Term
      Loan, the Revolver, the Working Capital Facility and the Refinanced Debt,
      as applicable, together with any amortization payments made during such
      month on the Term Loan, the Revolver, the Working Capital Facility and the
      Refinanced Debt, as applicable.  The Trustee shall make
      available such information to any holder of New Notes who requests such
      information under conditions provided for in the Indenture;
      and

               

              5) The Company shall deliver a certificate signed by two officers
      of the Company every quarter to the Trustee certifying that no default or
      event of default under the Indenture exists, or if any default or event of
      default under the Indenture exists, specifying the nature and extent
      thereof, which certificate shall set forth the calculations required to
      establish the Total Leverage Ratio (as defined below) and the Cash
      Interest Coverage Ratio (as defined below) as of the last day of such
      quarter.  The Trustee shall make available such information to
      any holder of New Notes who requests such information under conditions
      provided for in the Indenture.

               

              Negative
      Covenants:

               

              1) Except as otherwise provided for in this Term Sheet, none of
      the Company or the Guarantors shall engage in the following:

               

              a)incurrence of (i) liens (other than customary permitted
      liens, including but not limited to, liens securing the Company’s
      obligations for workers compensation liabilities), charges, encumbrances
      or lease obligations, or (ii) any other indebtedness (other than customary
      permitted indebtedness);

               

              b)material modifications or amendments to affiliate
      agreements;

               

              c)affiliate transactions outside of the ordinary course and in
      excess of $100,000 for any single transaction or $250,000 for a series of
      transactions;

               

              d)certain specified investments;

               

              e)mergers and other fundamental changes;

               

              f)equity pledges;

               

              g)capital expenditures in excess
      of  $10,000,000  in the aggregate during any calendar
      year; or

               

              h)repayment and/or modifications of other indebtedness in
      excess of $100,000, other than trade debt or in the ordinary course of
      business.

               

              2) Neither the Company nor the Guarantors shall incur any new
      indebtedness senior to the New Notes.

            


       

      
        
          
          

        

        
          Exhibit
A-6

          
            

          

        

        
          
          

        

      

       

       

      	
              Total Leverage
      Covenant2

            	
              “Total Leverage Ratio” shall mean, at any date of
      determination, the ratio of all outstanding indebtedness for borrowed
      money (exclusive of trade payables), net of cash, of the Company on such
      date to EBITDA during the preceding four fiscal quarters.

              The Indenture shall contain a maximum Total Leverage Ratio as
      follows:

               

              YEAR                          RATIO

              2010                         5.5x

              2011 –
      Q1                      5.5x

              2011 –
      Q2                      5.5x

              2011 –
      Q3                      5.25x

              2011 –
      Q4                      5.25x

              2012                         5.0x

              2013                         4.75x

              2014                         4.5x

            
	
              Cash Interest
      Coverage Covenant3

            	
              “Cash Interest Coverage Ratio” shall mean, at any date
      of determination, the ratio of EBITDA during the preceding four fiscal
      quarters to cash interest expense during the preceding four fiscal
      quarters.

               

              The Indenture shall contain a minimum Cash Interest Coverage
      Ratio as follows:

               

              YEAR                 RATIO

              2010                      1.8x

              2011                      1.8x

              2012                      1.8x

              2013                      1.9x

              2014                      2.1x

            
	
              Intercompany Obligations

            	
              Existing inter-company obligations from Morris Communications
      Company, LLC to the Company shall be satisfied as contemplated by the
      Senior Debt Refinancing Documentation.

              There shall be no intercompany loans from the Company to any
      Affiliate while the New Notes are outstanding.

            
	
              Events of Default

            	
              Usual and customary Events of Default substantially similar to
      those contained in the Existing Indenture, and also including, without
      limitation:

               

              (i) inability to pay debts; (ii) actual or asserted invalidity
      or impairment of any Indenture-related documentation;
      and            (iii)
      Change of Control.

            


    

     

    
      
        
        

      

      
        Exhibit
A-7

        
          

        

      

      
        
        

      

    

     

     

    The Transaction

     

    
      	
              Means of Transaction Execution

            	
              The transaction will be implemented through either (i) an
      out-of-court exchange offer (the “Exchange Offer”) consummated as soon as practicable
      after the consummation of the Senior Refinancing Transaction, which shall
      be consummated on terms substantially similar to those contained in the
      term sheet and related acquisition of MPG senior debt diagram (the “Senior Debt Refinancing Documentation”), each prepared
      by counsel to the Company and attached hereto as Attachment A, whereby MCC Outdoor Holding, LLC (“Outdoor”) and MPG Revolver LLC (“MPG Revolver”) shall immediately deposit the full
      amount of approximately $110 million of the existing first lien debt (such
      amount, the “Remaining Senior Debt Balance”) of the Company into
      third-party escrow accounts, pursuant to an escrow agreement acceptable to
      Outdoor and MPG Revolver, on the one hand, and the Ad Hoc Committee, on
      the other hand, and the Exchange Offer shall be conditioned on the prior
      consummation of the Senior Refinancing Transaction, or (ii) a confirmed
      plan of reorganization pursuant to a chapter 11 filing.  During
      the solicitation process, if holders owning Existing Notes in an amount
      equal to or greater than 99% of the outstanding Existing Notes consent,
      the parties will effectuate the transaction through an out-of-court
      exchange offer, rather than pursuant to a chapter 11 filing.

               

              The members of the Ad Hoc Committee shall (i) tender their
      Existing Notes in the Exchange Offer, and (ii) vote in support of the
      Plan, in each case in accordance with the Plan Support Agreement (as
      defined below).

               

              The escrow agreement referenced in the preceding paragraph
      shall provide that such escrowed debt shall be (i) cancelled in payment of
      intercompany indebtedness of Morris Communications Company and its
      subsidiaries to the Company, and/or sold to the Company’s parent and
      contributed to capital substantially as contemplated in the Senior Debt
      Refinancing Documentation, upon consummation of the Exchange Offer or the
      Plan, (ii) released to each of Outdoor and MPG Revolver upon the material
      breach by the members of the Ad Hoc Committee of their obligations under
      this Term Sheet, as determined by the final, non-appealable order of a
      court of competent jurisdiction, or (iii) cancelled in payment of
      intercompany indebtedness of Morris Communications Company and its
      subsidiaries to the Company, and/or sold to the Company’s parent and
      contributed to capital substantially as contemplated in the Senior Debt
      Refinancing Documentation, upon the material breach by either the Company,
      the Guarantors, Outdoor or MPG Revolver of any of their respective
      obligations hereunder, as determined by the final, non-appealable order of
      a court of competent jurisdiction.  If the Exchange Offer or the
      Plan fails or is not consummated or approved as contemplated in this Term
      Sheet for any reason, including the failure of any conditions to
      solicitation, confirmation or effectiveness or the lack of support from
      other holders of the Existing Notes, but without material breach hereof by
      the Company, the Guarantors, Outdoor, MPG Revolver or the Members of the
      Ad Hoc Committee, then (x) the escrow agreement shall contain terms to be
      agreed upon by the Ad Hoc Committee and Outdoor and MPG Revolver designed
      to use the escrowed debt to restore the parties to the same legal position
      (i) as existed on the day prior to the execution of this Term Sheet, or at
      the option of the Ad Hoc Committee, (ii) as if the members of the Ad Hoc
      Committee had consummated the Exchange Offer with a percentage of the
      Existing Notes equal to the percentage of Existing Notes that had tendered
      their Existing Notes in the Exchange Offer (such percentage, the “Exchange Offer Percentage”), but without participation
      by any non-tendering holders of the Existing Notes, and with a capital
      contribution as contemplated in the Senior Debt Refinancing Documentation
      in an amount equal to the Exchange Offer Percentage multiplied by the
      Remaining Senior Debt Balance (the “Subordinated Senior Debt”) whereby the Subordinated
      Senior Debt shall rank junior to the New Notes in all material respects,
      including in right of payment and recovery, and (y) each of the Company,
      the Guarantors, Outdoor, MPG Revolver shall, and shall direct their
      Affiliates to, cooperate in good faith with the members of the Ad Hoc
      Committee in order to effectuate the transactions and ensure the treatment
      of the New Notes contemplated by this paragraph, including without
      limitation by executing any agreements, making any filings and granting
      any approvals or consents as may be reasonably required in connection with
      effecting such transactions or ensuring such treatment in a chapter 11
      case.

               

              The Ad Hoc Committee shall give all necessary approvals or
      consents as may be reasonably required under the Indenture or the
      Forbearance Agreement (as amended) to consummate the Senior Refinancing
      Transaction; provided, that the Ad Hoc Committee shall have the right to
      review all documentation in connection with the Senior Refinancing
      Transaction that relates to MPG and the Guarantors, including without
      limitation, the Term Loan and the Revolver, and shall have a consent right
      over any material terms not previously disclosed to it in writing as part
      of the Senior Debt Refinancing
Documentation.

            


       

      
        
          
          

        

        
          Exhibit
A-8

          
            

          

        

        
          
          

        

      

       

       

      	
              Solicitation and Filing

            	
              The Company shall commence the solicitation process in
      accordance with applicable securities laws on or before October 16, 2009,
      or such later date as shall be agreed to by the Ad Hoc
      Committee.  If the Company does not receive consent to an
      out-of-court exchange during the twenty (20) business day solicitation
      period (such twenty (20) business day solicitation period to be extended
      for an additional five (5) business day period at either the Company’s or
      the Ad Hoc Committee’s written request) from holders owning Existing Notes
      in an amount equal to or greater than 99% of the outstanding Existing
      Notes, the Company shall file a chapter 11 case within seven (7) days
      after the later of the conclusion of the solicitation process or the
      approval by the Ad Hoc Committee of the disclosure statement to be filed
      in the Plan.  If the Company receives the requisite consent for
      the exchange offer, the Company shall consummate the exchange offer within
      five (5) days of the conclusion of the solicitation
      process.  All legal documentation necessary to effectuate the
      solicitation, the bankruptcy filing, the Exchange Offer and the Plan shall
      be in form and substance reasonably satisfactory to the Company and the Ad
      Hoc Committee.

            
	
              Conditions to Solicitation

               

            	
              Customary for notes of this type, including, without
      limitation, that no Material Adverse Effect (as defined in the Credit
      Agreement), Event of Default or Default, other than the Existing Default
      or the Payment Default (each as defined in the Forbearance Agreement,
      dated as of February 26, 2009 (as amended), by and among the Issuers, the
      Guarantors and the holders of the Existing Notes party thereto (the “Forbearance Agreement”)) shall have
      occurred.

            
	
              Plan Support Agreement

               

            	
              The Company and the Ad Hoc Committee shall execute a plan
      support agreement (the “Plan Support Agreement”) on reasonable and customary
      terms by October 2, 2009, or such later date as shall be agreed to by the
      Ad Hoc Committee.

               

            
	
              Conditions to Confirmation

            	
              The Plan shall contain such conditions to confirmation
      customary in plans of reorganization of this type, to be agreed upon by
      the Company and the Ad Hoc Committee, including, without
      limitation:

            
	  	
               

              1.       No Termination
      Event (as defined in the Plan Support Agreement) shall have
      occurred.

               

              3.       The Plan (and all
      documents related thereto), the disclosure statement (and all solicitation
      materials related thereto), and the confirmation order shall be in form
      and substance acceptable to the Ad Hoc Committee and approved by the
      Bankruptcy Court.

            
	
              Conditions to Effectiveness

            	
              The Plan shall contain such conditions to effectiveness
      customary in plans of reorganization of this type, to be agreed upon by
      the Company and the Ad Hoc Committee.

            


       

      
        
          
          

        

        
          Exhibit
A-9

          
            

          

        

        
          
          

        

      

       

       

      	  	  
	
              Treatment/Distributions

            	  
	  	  
	
              Holders of the Existing Notes

            	
              Holders of the Existing Notes shall receive (i) their pro rata
      share of the New Notes and (ii) payment of all reasonable fees, expenses
      and disbursements of (a) Stroock & Stroock & Lavan LLP, as counsel
      to the Ad Hoc Committee (“Stroock”) and (b) FTI, as financial advisor to the Ad
      Hoc Committee (“FTI” and together with Stroock, the “Ad Hoc Advisors”).

            
	
              Existing Shareholders

            	
              Unimpaired

            
	
              Allowed Trade Claims

            	
              Unimpaired

            
	
              Other Allowed General Unsecured Claims

            	
              Unimpaired

            
	
              Remaining Term Loan

            	
              Unimpaired and reinstated

            
	
              Executory Contracts and Unexpired Leases

            	
              Unless otherwise agreed to by the Company and the Ad Hoc
      Committee, all executory contracts and unexpired leases as to which the
      Company is a party shall be deemed automatically assumed in accordance
      with the provisions and requirements of sections 365 and 1123 of the
      Bankruptcy Code as of the Effective Date of the Plan.

            
	
              Professional Claims

            	
              On the Effective Date, the Company shall pay all amounts owing
      to professionals (including the Ad Hoc Advisors) for all outstanding
      amounts payable relating to prior periods through the Effective Date in
      accordance with section 1129(a)(4) of the Bankruptcy
  Code.

            
	
              Section 503(b) Claims

            	
              The Ad Hoc Advisors will be compensated as provided above,
      however, the Company will support any application of the Ad Hoc Advisors
      for allowance and payment of reasonable fees and expenses incurred
      pursuant to section 503(b) of the Bankruptcy Code.  The Ad Hoc
      Committee will support any application of the Company’s advisors for
      allowance and payment of reasonable fees and expenses incurred pursuant to
      section 503(b) of the Bankruptcy Code, if applicable.

            
	
              Exculpation and Indemnification

            	
              The Plan and confirmation order shall provide that all rights
      to exculpation, indemnification and advancement of expenses for acts or
      omissions occurring at or prior to the consummation of the Plan, whether
      asserted or claimed prior to, at or after the consummation of the Plan
      (including any matters arising in connection with the transactions
      contemplated by this Term Sheet and the Plan Support Agreement), existing
      in favor of each of the directors and officers (statutory or otherwise)
      of the Company or their affiliates
      (collectively, “Indemnitees”) in the certificate of incorporation or
      by-laws (or comparable organization documents) of the Company or any of
      their affiliates, as applicable, or in any agreement shall survive the
      Effective Date and shall continue in full force and effect (and not be
      modified, amended or terminated in any manner adverse to any Indemnitee
      without the written consent of the affected Indemnitee) for a period of
      not less than six (6) years following the consummation of the
      Plan.

            


       

      
        
          
          

        

        
          Exhibit
A-10

          
            

          

        

        
          
          

        

      

       

       

      	  	  
	
              Corporate Governance

            	  
	  	  
	
              Board Observer

            	
              The holders of the New Notes shall have the right to appoint
      an observer (the “Observer”) to the Board of Directors of the Company
      (the “Board”), and upon such appointment the Board shall
      accept the Observer to the Board.  Such Observer shall be named
      to each committee of the Board and the board of directors (or comparable
      body) of each material subsidiary of the Company and each committee of
      such board (or comparable body) of each such
subsidiary.

            
	
              Public Reporting

            	
              The New Notes will be subject to SEC public reporting
      requirements.

            


       

      	  	  
	
              Miscellaneous

            	  
	  	  
	
              Enforceability

            	
              This Term Sheet is a valid and binding agreement, enforceable
      in accordance with its terms (subject, as to the enforcement of remedies,
      to any applicable bankruptcy, insolvency or other laws affecting the
      enforcement of creditors’ rights).

            
	
              Fees and Expenses

            	
              The Company agrees to pay on demand all reasonable costs and
      expenses of the Ad Hoc Committee in connection with the preparation,
      execution and delivery of this Term Sheet, including the reasonable fees,
      costs and expenses of Stroock with respect thereto.

            
	
              Reservation of Rights

            	
              Prior to the execution of the agreements contemplated hereby
      by each of the parties thereto, each party hereto reserves all rights and
      remedies regarding these agreements under applicable law or at
      equity.  Any forbearance by any such party in exercising its
      rights or remedies prior to or after the date hereof shall not in any way
      impair, limit or restrict in any respect the right of such party to
      exercise at any time and in any manner deemed appropriate by it all or any
      of such rights or remedies.  The Exchange Offer, or the Plan and
      confirmation order, as applicable, shall include derivative releases,
      mutual third-party releases and exculpation provisions effective upon
      consummation.  Such releases and exculpations shall be for the
      benefit of and binding upon the trustee under the Existing Indenture, the
      Trustee, the holders of the Existing Notes, the holders of the New Notes,
      the parties to the Senior Refinancing Transaction, the Company and the
      Company’s directors, officers, employees, and professional advisors, to
      the fullest extent permitted by law.  Until the later of the
      consummation of the Exchange Offer or the confirmation of the Plan (if
      applicable), each of the parties hereto reserves all rights and remedies
      in existence immediately prior to the date hereof.

               

            


       

      
        
          
          

        

        
          Exhibit
A-11

          
            

          

        

        
          
          

        

      

       

       

      	
              Governing Law

            	
              This Term Sheet is, and the documents contemplated hereby
      shall be, governed by the laws of the State of New
York.

            
	
              Jurisdiction & Waiver of Jury Trial

            	
              Each of the parties irrevocably submits to the jurisdiction of
      the courts of the State of New York located in New York County or of the
      United States for the Southern District of New York for the purposes of
      any suit, action or other proceeding arising out of this Term Sheet;
      provided, however that any bankruptcy proceeding may be filed in the
      Southern District of Georgia and shall be subject to any applicable laws
      of the State of Georgia.

               

            
	
              Counterparts

            	
              This Term Sheet may be executed in any number of counterparts
      (including by facsimile or portable document format (PDF) signatures),
      each of which shall be deemed to be an original as against any party whose
      signature page appears thereon, and all of which shall together constitute
      one and the same agreement.

            
	
              Entire Agreement; Modification

            	
              This Term Sheet supersedes all prior agreements or
      understandings, whether written or oral, between the parties with respect
      to its subject matter and constitutes a complete and exclusive statement
      of the terms of the agreement between the parties with respect
      to such subject matter.  In case of any discrepancy between the
      terms of this Term Sheet and the Senior Debt Refinancing Documentation,
      the terms of this Term Sheet shall govern.

              This Term Sheet may not be amended, supplemented or otherwise
      modified except by a written agreement executed by the parties signatory
      hereto.

            
	
              Forbearance

            	
              The Ad Hoc Committee shall continue to extend forbearance
      under the Forbearance Agreement until the earlier to occur of (i) the
      senior lenders ceasing to extend their waivers under the Company’s
      existing senior secured credit agreement, or (ii) October 16,
      2009.

            


    

    

      

    

    
      1Any
interest or principal payments made by the Company on the Working Capital
Facility shall be deducted from the calculation of Excess Free Cash
Flow.

    

    
      2 To be
tested quarterly and measured on a trailing 12-month
basis.

    

    
      3 To be
tested quarterly and measured on a trailing 12-month
basis.

       

    

    
      
          

      

      
        Exhibit
A-12

        
          

        

      

      
          

      

    

    
 

    AMENDMENT TO RESTRUCTURING TERM SHEET

     

    This Amendment to Restructuring Term Sheet (this “Amendment”), dated as of October 15, 2009 (the “Amendment Date”), is entered into by and among Morris
Publishing Group, LLC (along with its subsidiaries, “MPG” or the “Company”) and the ad hoc committee of holders of, or as the
case may be investment managers of discretionary accounts holding, the 7% Senior
Subordinated Notes due 2013 (the “Ad Hoc Committee”).  Capitalized terms used and not
defined herein shall have the meaning attributed to such term in the Existing
Restructuring Term Sheet (as defined below).

     

    W I T N E S S E T H:

     

    WHEREAS, on September 23, 2009, the Company and the Ad Hoc
Committee entered into that certain Restructuring Term Sheet, dated as of
September 23, 2009 (the “Existing Restructuring Term
Sheet”).

     

    NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    Section 1. Amendments to Existing Restructuring Term
Sheet.  From and after the date hereof, the Existing
Restructuring Term Sheet is hereby amended as follows:

     

    (a) The “Plan Support Agreement” section is hereby amended and restated
in its entirety as follows:

     

    “The Company and the Ad Hoc Committee shall execute a plan
supportagreement (the “Plan Support Agreement”) on reasonable and customary terms by October 23, 2009, or such later date as shall
be agreed to by the Ad Hoc Committee.”

     

    (b) The first sentence of the “Solicitation and Filing” section is
hereby amended and restated as follows:

     

    “The Company shall commence the solicitation process in
accordancewith applicable securities laws on or before October 30,
2009.”

     

    (c) The first sentence of the second paragraph of the “Remaining Debt”
section is hereby amended and restated as follows:

     

    
      	
                

            	
              “The aggregate
      outstanding balance of the Company’s existing term loan shall not exceed
      $26.5 million less the Initial Cash on Hand on the Effective Date and
      after giving effect to the consummation of a senior debt refinancing
      transaction involving the Company’s affiliates (the “Senior Refinancing Transaction”) in accordance with the
      Senior Debt Refinancing Documentation (as defined below), of which no more
      than $19.7 million less the Initial Cash on Hand on the Effective Date
      will be held by an affiliate of ACON Investments, L.L.C. (the “Term Loan”) and approximately $6.8 million in the aggregate will be held by a
      Morris affiliate (the “Revolver”).”

            


    


    
      
        
           

           

        

          

      

      
        Exhibit
A-13

        
          

        

      

      
          

      

    

     

     

    (d) Attachment A to the Existing Restructuring Term Sheet shall be
replaced in its entirety by the term sheet and related acquisition of MPG senior
debt diagram attached hereto as Exhibit A.

     

    Section 2. Reference to and Effect Upon the Existing Restructuring Term
Sheet.

     

    (a) Except as specifically amended hereby, the Company and the Ad Hoc
Committee hereby acknowledges and agrees that all terms, conditions and
covenants contained in the Existing Restructuring Term Sheet, as amended hereby,
and all rights and obligations of the Company and the Ad Hoc Committee therein,
shall remain in full force and effect.  The Company and the Ad Hoc
Committee hereby confirms that the Existing Restructuring Term Sheet, as amended
hereby, is in full force and effect.

     

    Section 3. Execution in Counterparts.  This Amendment may be
executed and delivered in any number of counterparts (including delivery by
facsimile or portable document format (PDF)), each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.

     

    Section 4. Integration.  The Existing Restructuring Term
Sheet as amended by this Amendment, together with the documents referenced
therein and related exhibits, attachments, annexes and schedules, constitutes
the sole and entire agreement of the parties to this Amendment with respect to
the subject matter contained herein and therein, and supersedes all prior and
contemporaneous understandings and agreements, both written and oral, with
respect to such subject matter.

     

    Section 5. Severability.  Wherever possible, each provision of
this Amendment shall be interpreted in such a manner as to be effective and
valid under applicable law, but if any provision of this Amendment shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment or the Existing Restructuring Term Sheet.

     

    Section 6. Applicable Law.  This Amendment shall be governed
by and be construed and enforced in accordance with, the laws of the State of
New York (including without limitation Sections 5-1401 and 5-1402 of the New
York General Obligations Law).

     

    Section 7. Jurisdiction and Waiver of Jury Trial.  EACH OF THE
PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF THIS TERM SHEET; PROVIDED, HOWEVER THAT ANY BANKRUPTCY PROCEEDING
MAY BE FILED IN THE SOUTHERN DISTRICT OF GEORGIA AND SHALL BE SUBJECT TO ANY
APPLICABLE LAWS OF THE STATE OF GEORGIA.


    
      
          

      

      
        Exhibit
A-14

        
          

        

      

      
          

      

    

    
 

    Section 8. Headings.  Section headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purposes.

     

    Section 9. Confidentiality.  The Company and each Holder (and
their respective successors and assigns) shall not publicly disclose any
information provided to them in connection with this Amendment or the Existing
Restructuring Term Sheet, nor shall they publicly disclose Annex A to this Amendment, except: (1) in any legal
proceeding relating to this Amendment, provided that the Company and/or Holder,
as applicable, shall use its best efforts to maintain the confidentiality of
Annex A in the context of any such proceeding; (2) to the
extent required by applicable law, rules, regulations promulgated thereunder, or
obligations, including, without limitation, U.S. federal securities laws, as
determined after consultation with legal counsel; (3) in response to an oral
question, interrogatory, request for information or documents, subpoena, civil
investigative demand or other process, or a request from a government agency,
regulatory authority or securities exchange; (4) that the Company may summarize
this Amendment in connection with a Form 8-K filing (in lieu of filing this
Amendment as an exhibit thereto); and (5) that the Company may include this
Amendment as an exhibit to the Company’s Form 10-K for the year ending December
31, 2009; provided, however, that the Company shall not include Annex A in any such filing and shall only disclose Annex A if specifically required to do so by the Securities
and Exchange Commission (“SEC”) after taking all reasonable steps to resist disclosure,
including requesting that Annex A be accorded confidential treatment by the SEC; provided that in the case of clauses (2), (3) or (5) above
the disclosing party provides notice to the applicable Holder (promptly upon
receipt of the subpoena or request so that the Holder may seek an appropriate
protective order or waive the Company’s requirement for compliance with this
Section 9), unless such notice would be prohibited by
law.  The Company will not oppose any reasonable action by the
applicable Holder to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded to the information
contained therein.  If the applicable Holder chooses to oppose the
production of such information, it does so at its own
expense.  Responding to any such subpoena or other request, after
providing notice as set forth herein, shall not be deemed to be a breach of any
provision of this Amendment.  Notwithstanding anything to the contrary
in this Section 9, the Company may: (i) disclose the aggregate
principal amount of Notes held by the Holders executing this Amendment, taken as
a whole and without reference to the names of the Holders constituting such
amount; and (ii) provide the Trustee with the executed copy of this Amendment
that includes the individual signature pages of each of the Holders, but only in
the event that the Company first obtain the Trustee’s written consent not to
publicly disclose any information relating to the individual holdings of each
Holder.

     

    
      
        
           

           

        

          

      

      
        Exhibit
A-15

        
          

        

      

      
          

      

    

    
       

       

      EXHIBIT TO AMENDMENT 1 TO
TERM SHEET

       

      Acquisition
of and Amendment to Morris Publishing Group, LLC Credit Facility

       

      October
15, 2009

       

       

      
        	
                Master
      Assignment and Agency Transfer Agreement:

              	
                Tranche
      Holdings, LLC (“Newco”)
      will, pursuant to a Master Assignment and Assumption (the “Master
      Assignment”), purchase at par value, for a cash purchase price not
      exceeding $136,500,000, the entire amount of the senior secured debt of
      Morris Publishing Group, LLC, a Georgia limited liability company (“Borrower”)
      outstanding under that certain Credit Agreement, dated as of December 14,
      2005 (as amended through the date hereof, the “Existing
      Credit Agreement”), among Morris Publishing Group, LLC as Borrower
      (“MPG”),
      Morris Communications Company, LLC (“MCC”),
      the lenders party thereto, J.P. Morgan Securities, Inc. as Sole Lead
      Arranger and Sole Bookrunner, certain financial institutions party thereto
      as Co-Documentation Agents, and JPMorgan Chase Bank, N.A., as
      Administrative Agent (the “Existing
      Agent”).

                Pursuant
      to an Amendment, Resignation, Waiver, Consent and Appointment Agreement
      (collectively, the “Agency
      Transfer Agreement” and together with the Master Assignment, the
      “Transfer
      Documents”), the Existing Agent shall resign and be replaced by
      Tranche Manager, LLC (the “New
      Agent”), and all necessary or appropriate collateral actions will
      be taken to ensure that the New Agent has a first priority perfected
      security interest in all collateral under the Loan Documents (as defined
      in the Existing Credit Agreement), including, without limitation, the
      delivery of all possessory collateral to the New Agent and the assignment
      of all mortgages, control agreements and access
agreements.

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-16

            
              

            

          

          
            
            

          

        

         

         

        	
                Amended
      Credit Agreement:

              	
                Contemporaneously
      with the closing under the Transfer Documents, the Existing Credit
      Agreement will be amended and restated (the “Amended
      Credit Agreement”) to, among other things, (i) convert all existing
      loans under the Existing Credit Agreement into term loans, (ii) allocate
      such term loans among three tranches in the following aggregate principal
      amounts:

                Aggregate

                Designation                                    Principal
      Amount

                 

                Tranche A Term
      Loans                                             $19,700,000

                Tranche B Term
      Loans 6,800,000

                Tranche C Term
      Loans 110,000,000

                 

                (iii)
      provide that all payments (other than payments on account of PIK Interest
      (as defined below) that are added to the principal balance of such loan)
      under the Amended Credit Agreement shall be applied first, to the Tranche
      A Term Loans until paid in full, second, to the Tranche B Term Loans until
      paid in full and third, to the Tranche C Term Loans, (iv) as a material
      inducement for Newco’s acquisition of the loans and the subsequent
      transfers of the Tranche B Term Loans and Tranche C Term Loans to
      affiliates of the Borrower as described in the structure chart attached
      hereto as Exhibit
      A (the “Structure
      Chart”), allow for the disposition of MCC Outdoor, LLC, a Georgia
      limited liability company (“Fairway”)
      to FMO Holdings, LLC ("FMO",
      in which MCC Outdoor Holdings, LLC ("Outdoor
      Holdings"), an affiliate of MCC, will own a minority
      interest)  and Magic Media, Inc. will own the majority interest
      pursuant to the Contribution Agreement (as defined below), including the
      release of Fairway from its obligations as a guarantor and grantor under
      the Loan Documents, the release of liens on all collateral owned by
      Fairway and the release of Outdoor Holding's pledge as collateral of its
      equity interest in Fairway (collectively, the “Fairway
      Release”), (v) provide for, upon the contribution of Fairway by
      Outdoor Holding (a current guarantor and grantor under the Loan Documents)
      to FMO in accordance with the terms of that certain Contribution
      Agreement, dated as of August 7, 2009, by and among Magic Media, Inc.,
      Outdoor Holding and FMO (the “Contribution
      Agreement”), a pledge of all of the membership interest in FMO that
      will be held by Outdoor Holding (the “FMO
      Pledge”), (vi) provide for the deposit of the notes evidencing the
      Tranche C Term Loans obtained by MCC and its affiliates in connection with
      the Contribution Agreement into a third-party escrow account as requested
      by the ad hoc committee of holders (the “Ad
      Hoc Committee”) of more than 75% of the principal amount
      outstanding of the Existing Notes (as defined below) in accordance with
      the terms of that certain Escrow Agreement (the “Escrow
      Agreement”) described in that certain Restructuring Term Sheet,
      dated as of September 23, 2009, by and among MPG, its subsidiaries and the
      Ad Hoc Committee (the “Restructuring
      Term Sheet”), and (vii) provide for the other terms and conditions
      set forth herein.

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-17

            
              

            

          

          
            
            

          

        

         

         

        	
                Lenders
      Under Amended Credit Agreement (the “Lenders”):

              	
                Tranche
      A Term Loans: Newco shall hold $19.7M (100%)

                Tranche
      B Term Loans: Newco shall initially hold $6.8M, which shall be transferred
      in accordance with the terms of the Structure Chart to MPG Revolver
      Holdings, LLC (“Revolver
      Holdings”), an affiliate of MPG (100%)

                Tranche
      C Term Loans: Newco shall initially hold $110M, which shall be transferred
      in accordance with the terms of the Structure Chart, and ultimately, the
      following entities affiliated with MPG shall hold the Tranche C Term
      Loans:

                (1)
      Morris Communications Company, LLC shall hold $85.8M (78%)

                (2)
      Revolver Holdings shall hold $24.2M (22%)

                Except
      in the case of the Tranche C Term Loans as provided pursuant to the Escrow
      Agreement, none of the holders of the Tranche C Term Loans or the Tranche
      B Term Loans will be permitted to transfer their interest without the
      prior written consent of the New Agent, which consent may be withheld in
      its sole discretion.

              	 
      
	
                Payment
      Priorities Under Amended Credit Agreement

              	
                Notwithstanding
      anything to the contrary contained herein, all payments (other than
      payments on account of paid-in-kind interest (“PIK
      Interest”) that are added to the principal balance of such loans),
      and any other proceeds, of the Tranche B Term Loans and Tranche C Term
      Loans, however received (including as a result of the bankruptcy of the
      Borrower, MCC or any of their respective affiliates), shall be paid to the
      holders of the Tranche A Term Loans until paid in full.

                On
      and after the Notes Refinancing Effective Date (as defined below), all
      payments with respect to the Tranche B Term Loans and the Tranche C Term
      Loans shall be subject to any requirements applicable thereto pursuant to
      any agreement entered into with respect to the Senior Subordinated Notes
      Refinancing (as defined below) that is binding on the Tranche B Term Loan
      Lenders or the Tranche C Term Loan Lenders that establishes agreements
      with respect to the relative priority of payment and collateral sharing
      with respect to the Tranche B Term Loans, the Tranche C Terms Loans, and
      the New Notes, as applicable.

              	 
      
	
                Agent

              	
                At
      any time the Tranche A Term Loans are repaid in full, the New Agent,
      unless otherwise specified by such New Agent in writing, shall cease to
      act as agent under the Amended Credit Agreement, and shall be succeeded by
      Revolver Holdings (or its designee).

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-18

            
              

            

          

          
            
            

          

        

         

         

        	
                Borrower:

              	
                Morris
      Publishing Group, LLC

              	 
      
	
                Guarantors:

              	
                MCC
      and all wholly-owned, domestic Subsidiaries (as defined in the Existing
      Credit Agreement) of MCC (other than Fairway) and the
      Borrower  (together with MCC, collectively, the “Guarantors”).

              	 
      
	
                Collateral:

              	
                Except
      for the assets subject to the Fairway Release, the Amended Credit
      Agreement shall be secured by a perfected first priority security interest
      in the assets currently securing the Existing Credit Agreement, including,
      (a) substantially all personal property of the Borrower and the
      Guarantors, (b) certain material real estate interests of the Borrower and
      the Guarantors, (c) the equity interests in the Borrower and MCC, and (d)
      the FMO Pledge, provided,
      however,
      that the FMO Pledge shall only secure the obligations under the Tranche A
      Term Loans  (collectively, the “Collateral”).

                No
      other liens shall exist on the Collateral other than (i) customary
      permitted liens as currently permitted under the Existing Credit
      Agreement, and (ii) with respect to a portion of the Collateral owned by
      the Borrower and its Subsidiaries that are Guarantors, a second priority
      security interest that may be granted to secure (i) $100,000,000 principal
      amount of New Notes proposed to be issued in exchange for the Existing
      Notes and (ii) on and after the issuance of the New Notes, the Tranche B
      Term Loans (which loans shall cease at such time to be secured by the
      Collateral that secures the outstanding obligations under the Amended
      Credit Agreement).

                Upon
      the occurrence of an Event of Default (as defined below), New Agent may
      foreclose on the Collateral, except that New Agent shall not foreclose on
      the Collateral of MCC and its subsidiary Guarantors until the earliest to
      occur of (a) the Borrower failing to make any interest payment required
      under the Amended Credit Agreement, (b) from and after the date that is
      seven (7) months after the Closing Date (as defined below), any Event of
      Default shall occur and/or be continuing, (c) MCC or any of its
      subsidiaries shall commence a voluntary case under the Bankruptcy Code or
      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, and
      (d) a proceeding shall be commenced against MCC or any of its subsidiaries
      with or without such entity’s consent, in any court of competent
      jurisdiction, under any law relating to bankruptcy, insolvency,
      reorganization, winding-up, or composition or adjustment of debts, and
      such proceeding shall continue undismissed for a period of 60 or more
      days.  Any event described in clauses (a) through (d) shall be
      referred to as an “MCC
      Foreclosure Event.”

              	 
      
	
                FMO
      Pledge:

              	
                Outdoor
      Holding shall pledge its entire equity interest in FMO (representing a 32%
      interest)  to New Agent for the exclusive benefit of the New
      Agent and the Tranche A Term Loan Lenders.

                Without
      limiting the other remedies available upon the occurrence of an event of
      default or an MCC Foreclosure Event, New Agent may foreclose on the FMO
      Pledge upon the occurrence of an MCC Foreclosure Event..  The
      debt shall be discharged to the extent of the fair market value realized
      by the Tranche A Term Loan Lenders in respect of the assets securing the
      FMO Pledge.

              	 
      
	
                Maturity
      Date:

              	
                Two
      years after closing, with two 6-month extension options (the “Maturity
      Date”), provided,
      however,
      if the documentation in respect of the New Notes requires that the Tranche
      A Term Loans be refinanced on or prior to a certain date (the “Required
      Refinance Date”), the maturity date of the Tranche A Term Loans
      shall be the earlier of (a) the Maturity Date and (b) the Required
      Refinance Date.

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-19

            
              

            

          

          
            
            

          

        

         

         

        	
                Interest
      Rate:

              	
                Tranche
      A Term Loans: 15% payable monthly in arrears (to be increased to 17.5% for
      first extension option and 20% for second extension option)

                 

                Tranche
      B Term Loans: 15%

                 

                Tranche
      C Term Loans: 5%

                 

                Interest
      on the Tranche B Term Loans and Tranche C Term Loans shall not be paid in
      cash, but will be added to, and increase, the outstanding principal
      balances of respective loans (i.e., PIK Interest).

                 

                Default
      interest: 4% plus applicable rate.  For Tranche B Term Loans and
      Tranche C Term Loans, default interest shall be PIK
    Interest.

              	 
      
	
                Commitment
      Fees

              	
                No
      commitment fees shall be payable under the Amended Credit
      Agreement.

              	 
      
	
                Fees:

              	
                $100,000
      fee payable annually in advance to New Agent (the “Administrative
      Fee”).

                In
      the event of any prepayment of the Tranche A Term Loan prior to the second
      anniversary of the Closing Date, a prepayment fee shall become due in the
      amounts set forth below (the “Prepayment
      Fee”):

                (1)
      during the first year of the loan, a fee equal to 7.5% of such prepayment
      amount less the aggregate amount of interest paid in cash on such amount
      during the period between the Closing Date and the date of such payment,
      and

                (2)
      during the second year of the loan, a fee equal to (a) the amount of
      interest which would have accrued in respect of such prepayment amount as
      if such amount had remained outstanding at all times during the second
      year of the loan less
      (b) the aggregate amount of interest paid in cash on such principal
      prepayment amount during the period between the first anniversary of
      the Closing Date and the date of such prepayment. With
      respect to the Prepayment Fee, the obligation of the Borrower and its
      Subsidiaries shall be limited to an aggregate amount of not more than
      $300,000, with any excess Prepayment Fee obligations being liabilities of
      MCC and its Subsidiaries.

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-20

            
              

            

          

          
            
            

          

        

         

         

        	
                Amortization:

              	
                None.

              	 
      
	
                Mandatory
      Prepayments:

              	
                On
      a quarterly basis (or following the issuance of the New Notes, such more
      frequent basis as shall be required by the New Notes), all excess cash
      flow (to be defined) will be applied to reduce outstanding borrowings,
      with funds applied to the different tranches in accordance with the
      payment priorities for application of payments described
      above.

              	 
      
	 
      	
                Other
      mandatory prepayments as may be required as a condition to the
      consummation of the Senior Subordinated Notes Refinancing pursuant to the
      Restructuring Term Sheet or that certain Plan Support Agreement, described
      in the Restructuring Term Sheet, between the Borrower and the Ad Hoc
      Committee (the “Plan
      Support Agreement”).

              	 
      
	
                Financial
      Covenants

              	
                Senior
      Cash Flow Ratio not to exceed 2.00 to 1.

                Cash
      Flow Ratio not to exceed 5.50 to 1.

                Fixed
      Charge Ratio not to be less than 1.05 to 1.

                Interest
      Coverage Ratio not to be less than (i) 2.25 to 1 for each four quarter
      period ending in 2009 and (ii) 2.00 to 1 thereafter.

                Other
      financial covenants applicable pursuant to the New Notes, the
      Restructuring Term Sheet, or the Plan Support Agreement.

                The
      definitions for the defined terms used above shall be similar to the
      definitions in the Existing Credit Agreement, provided,
      however,
      that the definition of Interest Expense referred to in the definition of
      Interest Coverage Ratio shall exclude PIK interest.

                In
      addition, until the earlier to occur of (a) the date that is seven (7)
      months following the Closing Date, and (b) the consummation of Senior
      Subordinated Notes Refinancing, the financial covenants shall be
      calculated as if the Senior Subordinated Notes Refinancing has been
      consummated pursuant to assumptions to be specified in the Amended Credit
      Agreement.

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-21

            
              

            

          

          
            
            

          

        

         

         

        	
                Affirmative
      Covenants:

              	
                Similar
      to existing affirmative covenants, with modifications relating to the
      consummation of the Senior Subordinated Notes Refinancing and other
      modifications to be agreed.

                Annual
      and quarterly financial statements shall be delivered to the New Agent,
      the lenders, and RSA FMO Holdings, LLC (“RSA”).

                No
      later than seven (7) months following the Closing Date, the holders of at
      least 99% of the currently outstanding 7% senior subordinated unsecured
      notes of the Borrower due 2013 (the “Existing
      Notes”) must have exchanged, amended, refinanced or restructured
      their notes, including pursuant to a plan of reorganization pursuant to
      the Senior Subordinated Notes Refinancing described below.

                If
      any covenants, events of default or mandatory prepayment events in the
      documentation related to the Senior Subordinated Notes Refinancing,
      including the Plan Support Agreement contemplated by the Restructuring
      Term Sheet, are either not included in the Amended Credit Agreement
      or  are more restrictive or more favorable to the holders of the
      New Notes than the comparable provisions in the Amended Credit Agreement,
      the covenants in the Amended Credit Agreement shall automatically be
      amended to incorporate such provisions.  Borrower will execute
      such documentation as the New Agent may reasonably request to evidence the
      incorporation of such provisions.

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-22

            
              

            

          

          
            
            

          

        

         

         

        	
                Negative
      Covenants:

              	
                Similar
      to existing negative covenants, with modifications relating to the
      consummation of the Senior Subordinated Notes Refinancing and other
      modifications to be agreed, including that MPG, MCC and their subsidiaries
      that are Guarantors shall have no intercompany indebtedness other than
      indebtedness that is subordinated to the Tranche A Term Loans on customary
      terms such that no enforcement action will be permitted while any
      obligations under the Tranche A Term Loans are outstanding.

                MPG
      shall be permitted to consummate an exchange, amendment, refinancing or
      restructuring of the Existing Notes (the “Senior
      Subordinated Notes Refinancing”) for new senior subordinated second
      lien notes (“New
      Notes”) secured by liens on the assets of MPG and its subsidiaries
      that are Guarantors. The terms of the New Notes shall be approved by the
      New Agent (which terms in any event shall not include a cross default to
      the Amended Credit Agreement), with the result that:

                (1)
      No more than 1% of the Existing Notes may remain outstanding (with a
      maximum cash interest rate of 7% per annum payable quarterly in
      arrears);

                (2)
      The aggregate principal amount of the New Notes shall not exceed
      $100,000,000 (if 100% of the Existing Notes are exchanged) with (prior to
      the payment in full of all obligations under the Tranche A Term Loans) a
      maximum cash interest rate of 5% payable quarterly in arrears and a
      maximum PIK Interest rate of 10% per annum compounded quarterly in
      arrears;

                (3)
      The Tranche C Term Loans shall cease to be outstanding in accordance with
      the terms of the Escrow Agreement; and

                (4)
      The Tranche B Term Loans shall cease to be secured by the liens securing
      the Amended Credit Agreement, and shall share in the second liens securing
      the New Notes on a pari passu basis.

                The
      date on which the Senior Subordinated Notes Refinancing shall be
      consummated is referred to herein as the “Notes
      Refinancing Effective Date”.  On the Notes Refinancing
      Effective Date, the Trustee and the New Agent shall enter into an
      Intercreditor Agreement in a form agreed by the Ad Hoc Committee and the
      Tranche A Term Loan Lender prior to the Closing Date and attached to the
      Amended Credit Agreement.

                In
      addition, that certain Forbearance Agreement, dated as of February 26,
      2009, by and among MPG and Morris Publishing Finance Co. (“Morris
      Finance”) as issuers, the guarantors party thereto and the Ad Hoc
      Committee (as amended through the date hereof, the “Forbearance
      Agreement”), shall not expire or terminate, and, except for
      amendments required in connection with the closing of the Amended Credit
      Agreement, shall not be amended without the consent of New Agent, except
      that such Forbearance Agreement may be subsequently extended without the
      consent of New Agent.

                The
      New Agent shall have approval rights with respect to the Plan Support
      Agreement and the Amended Credit Agreement will require that the New Agent
      be given the rights and benefits conferred to the noteholders
      thereunder.

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-23

            
              

            

          

          
            
            

          

        

         

         

        	
                Events
      of Default:

              	
                In
      addition to the other events of default discussed herein, the Events of
      Default under the Amended Credit Agreement shall be similar to existing
      Events of Default, with modifications to be agreed, including, it shall be
      an immediate Event of Default if (1) the Borrower fails to make any
      payment of principal of or interest on any Loan when due, (2) in Newco’s
      sole determination, there has been a diminution of value in the
      Collateral, including the assets subject to the FMO Pledge, (3) in Newco's
      sole determination, the Borrower is not making adequate progress to
      consummate the Senior Subordinated Notes Refinancing, (4) any term of the
      Amended Credit Agreement or any right or remedy of the holders of the
      Loans is avoided, nullified, set aside recharacterized, amended, modified,
      limited or stayed in any way without the prior written consent of the New
      Agent or such holder in connection with any bankruptcy proceeding in any
      manner, (5) following the Closing Date, the Forbearance Agreement
      terminates or the Forbearance Agreement is amended without the approval of
      New Agent, except that the Forbearance Agreement may be extended in
      accordance with the terms hereof and (6) a default occurs under the New
      Notes, the Plan Support Agreement or the Restructuring Term Sheet
      (collectively, the “Events
      of Default”).

              	 
      


         

        
          
            
            

          

          
            Exhibit
A-24

            
              

            

          

          
            
            

          

        

         

         

        	
                Waiver
      of Specified Defaults:

              	
                On
      the Closing Date, the Specified Defaults (as defined in Waiver No. 18 to
      the Credit Agreement, dated as of October 9, 2009) shall be waived,
      provided that such waiver shall expire immediately upon the termination of
      the Forbearance Agreement or the occurrence of certain related
      actions.

              	 
      
	
                Amendments
      and Waivers:

              	
                All
      amendments, waivers and consents shall, unless otherwise delegated to the
      New Agent, require the consent of Lenders holding a majority of the
      Tranche A Term Loans.

              
	
                Closing
      Date:

                 

                Closing
      Conditions:

              	
                It
      is anticipated that the closing of the Transfer Documents and the Amended
      Credit Agreement shall take place on October 15, 2009 (the “Closing
      Date”).

                It
      shall be a condition precedent to the consummation of the Amended Credit
      Agreement and the Transfer Documents, that (1) MCC as the sole member of
      Outdoor Holding shall amend Outdoor Holding’s operating agreement and take
      other actions necessary or appropriate to establish Outdoor Holding as a
      special purpose entity and a bankruptcy remote entity to the satisfaction
      of Newco in its sole and absolute discretion and (2) holders of the
      Existing Notes shall enter into a consent agreement satisfactory to the
      New Agent.

                In
      addition, the Amended Credit Agreement shall be subject to customary
      closing conditions, including, without limitation, (1) delivery of an
      opinion of counsel of Hull, Towill, Norman, Barrett & Salley, counsel
      to MPG, in form and substance reasonably satisfactory to the New Agent and
      RSA regarding the Amended Credit Agreement and the related loan documents
      and, among other things, that the execution, delivery and performance of
      the Amended Credit Agreement and the related loan documents, including the
      Fairway Release, do not contravene the terms of that certain Indenture,
      dated as of August 7, 2003 (as amended by that certain First Supplemental
      Indenture, dated as of July 20, 2004, and as further amended or otherwise
      modified from time to time, the “Indenture”),
      by and among MPG, Morris Finance, the guarantors party thereto, and
      Wilmington Trust, N.A. as successor Trustee, or any related agreements or
      applicable law, or result in the imposition of liens upon the assets of
      Fairway, (2) delivery of a certificate by a responsible officer of (a) MCC
      and each of its subsidiary Guarantors certifying that after giving effect
      to the Amended Credit Agreement and the related transactions discussed
      herein such entities shall be solvent on a consolidated basis and (b)
      Outdoor Holding certifying that after giving effect to the Amended Credit
      Agreement and the related transactions discussed herein such entity shall
      be solvent.

              
	
                Payment
      of Transaction Expenses:

              	
                All
      costs and expenses of the holder of the Tranche A Term Loans and the New
      Agent shall be paid by the Borrower.

              
	
                Governing
      Law:

              	
                New
      York

              



        
          
             


          

          
            Exhibit
A-25

            
              

            

          

          
             


          

        



    

    AMENDMENT NO. 2 TO RESTRUCTURING TERM SHEET

     

    This Amendment No. 2 to Restructuring Term Sheet (this “Amendment No. 2”), dated as of October 23, 2009, is entered
into by and among Morris Publishing Group, LLC (along with its subsidiaries,
“MPG” or the “Company”) and the ad hoc committee of holders of, or as the
case may be investment managers of discretionary accounts holding, the 7% Senior
Subordinated Notes due 2013 (the “Ad Hoc Committee”).  Capitalized terms used and not
defined herein shall have the meaning attributed to such term in the Existing
Restructuring Term Sheet (as defined below).

     

    W I T N E S S E T H:

     

    WHEREAS, on September 23, 2009, the Company and the Ad Hoc
Committee entered into that certain Restructuring Term Sheet dated as of
September 23, 2009 (the “September 23 Term Sheet”), as amended by that certain
Amendment to Restructuring Term Sheet dated as of October 15, 2009 (the “October 15 Term Sheet Amendment”, and the September 23 Term
Sheet, as amended by the October 15 Term Sheet Amendment, the “Existing Restructuring Term
Sheet”).

     

    NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    Section 1. Amendments to Existing Restructuring Term
Sheet.  From and after the date hereof, the Existing
Restructuring Term Sheet is hereby amended as follows:

     

    (a) The “Plan Support Agreement” section is hereby amended and restated
in its entirety as follows:

     

    “The Company and the Ad Hoc Committee shall execute a plan
supportagreement (the “Plan Support Agreement”) on reasonable and customary terms by October 27, 2009, or such later date as shall
be agreed to by the Ad Hoc Committee.”

     

    Section 2. Reference to and Effect Upon the Existing Restructuring Term
Sheet.

     

    (a) Except as specifically amended hereby, the Company and the Ad Hoc
Committee hereby acknowledges and agrees that all terms, conditions and
covenants contained in the Existing Restructuring Term Sheet, as amended hereby,
and all rights and obligations of the Company and the Ad Hoc Committee therein,
shall remain in full force and effect.  The Company and the Ad Hoc
Committee hereby confirms that the Existing Restructuring Term Sheet, as amended
hereby, is in full force and effect.

     

    Section 3. Execution in Counterparts.  This Amendment No. 2
may be executed and delivered in any number of counterparts (including delivery
by facsimile or portable document format (PDF)), each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.


    
      
          

      

      
        Exhibit
A-26

        
          

        

      

      
          

      

    

    
 

    Section 4. Integration.  The Existing Restructuring Term
Sheet as amended by this Amendment No. 2, together with the documents referenced
therein and related exhibits, attachments, annexes and schedules, constitutes
the sole and entire agreement of the parties to this Amendment No. 2 with
respect to the subject matter contained herein and therein, and supersedes all
prior and contemporaneous understandings and agreements, both written and oral,
with respect to such subject matter.

     

    Section 5. Severability.  Wherever possible, each provision of
this Amendment No. 2 shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Amendment No. 2
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment No. 2 or the Existing Restructuring Term Sheet.

     

    Section 6. Applicable Law.  This Amendment No. 2 shall be
governed by and be construed and enforced in accordance with, the laws of the
State of New York (including without limitation Sections 5-1401 and 5-1402 of
the New York General Obligations Law).

     

    Section 7. Jurisdiction and Waiver of Jury Trial.  EACH OF THE
PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF THIS TERM SHEET; PROVIDED, HOWEVER THAT ANY BANKRUPTCY PROCEEDING
MAY BE FILED IN THE SOUTHERN DISTRICT OF GEORGIA AND SHALL BE SUBJECT TO ANY
APPLICABLE LAWS OF THE STATE OF GEORGIA.

     

    Section 8. Headings.  Section headings in this Amendment No. 2
are included herein for convenience of reference only and shall not constitute a
part of this Amendment No. 2 for any other purposes.

     

    Section 9. Confidentiality.  The Company and each Holder (and
their respective successors and assigns) shall not publicly disclose any
information provided to them in connection with this Amendment No. 2 or the
Existing Restructuring Term Sheet, nor shall they publicly disclose Annex A to this Amendment No. 2, except: (1) in any legal
proceeding relating to this Amendment No. 2, provided that the Company and/or
Holder, as applicable, shall use its best efforts to maintain the
confidentiality of Annex A in the context of any such proceeding; (2) to the
extent required by applicable law, rules, regulations promulgated thereunder, or
obligations, including, without limitation, U.S. federal securities laws, as
determined after consultation with legal counsel; (3) in response to an oral
question, interrogatory, request for information or documents, subpoena, civil
investigative demand or other process, or a request from a government agency,
regulatory authority or securities exchange; (4) that the Company may summarize
this Amendment No. 2 in connection with a Form 8-K filing (in lieu of filing
this Amendment No. 2 as an exhibit thereto); and (5) that the Company may
include this Amendment No. 2 as an exhibit to the Company’s Form 10-K for the
year ending December 31, 2009; provided, however, that the Company shall not include Annex A in any such filing and shall only disclose Annex A if specifically required to do so by the Securities
and Exchange


    
      
          

      

      
        Exhibit
A-27

        
          

        

      

      
          

      

    

    
 

    Section 10. Commission (“SEC”) after taking all reasonable steps to resist disclosure,
including requesting that Annex A be accorded confidential treatment by the SEC; provided that in the case of clauses (2), (3) or (5) above
the disclosing party provides notice to the applicable Holder (promptly upon
receipt of the subpoena or request so that the Holder may seek an appropriate
protective order or waive the Company’s requirement for compliance with this
Section 9), unless such notice would be prohibited by
law.  The Company will not oppose any reasonable action by the
applicable Holder to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded to the information
contained therein.  If the applicable Holder chooses to oppose the
production of such information, it does so at its own
expense.  Responding to any such subpoena or other request, after
providing notice as set forth herein, shall not be deemed to be a breach of any
provision of this Amendment No. 2.  Notwithstanding anything to the
contrary in this Section 9, the Company may: (i) disclose the aggregate
principal amount of Notes held by the Holders executing this Amendment No. 2,
taken as a whole and without reference to the names of the Holders constituting
such amount; and (ii) provide the Trustee with the executed copy of this
Amendment No. 2 that includes the individual signature pages of each of the
Holders, but only in the event that the Company first obtain the Trustee’s
written consent not to publicly disclose any information relating to the
individual holdings of each Holder.

     

    
      
          

      

      
        Exhibit
A-28

        
          

        

      

      
          

      

    

    
 

    AMENDMENT NO. 3 TO RESTRUCTURING TERM SHEET

     

    This Amendment No. 3 to Restructuring Term Sheet (this “Amendment No. 3”), dated as of October 27, 2009, is entered
into by and among Morris Publishing Group, LLC (along with its subsidiaries,
“MPG” or the “Company”) and the ad hoc committee of holders of, or as the
case may be investment managers of discretionary accounts holding, the 7% Senior
Subordinated Notes due 2013 (the “Ad Hoc Committee”).  Capitalized terms used and not
defined herein shall have the meaning attributed to such term in the Existing
Restructuring Term Sheet (as defined below).

     

    W I T N E S S E T H:

     

    WHEREAS, on September 23, 2009, the Company and the Ad Hoc
Committee entered into that certain Restructuring Term Sheet dated as of
September 23, 2009 (the “September 23 Term Sheet”), as amended by that certain
Amendment to Restructuring Term Sheet dated as of October 15, 2009 (the “October 15 Term Sheet Amendment”) and Amendment No. 2 to
Restructuring Term Sheet dated as of October 23, 2009 (the “October 23 Term Sheet Amendment”, and the September 23 Term
Sheet, as amended by the October 15 Term Sheet Amendment and the October 23 Term
Sheet Amendment, the “Existing Restructuring Term
Sheet”).

     

    NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    Section 1. Amendments to Existing Restructuring Term
Sheet.  From and after the date hereof, the Existing
Restructuring Term Sheet is hereby amended as follows:

     

    (a) The “Plan Support Agreement” section is hereby amended and restated
in its entirety as follows:

     

    “The Company and the Ad Hoc Committee shall execute a plan
supportagreement (the “Plan Support Agreement”) on reasonable and customary terms by October 30, 2009, or such later date as shall
be agreed to by the Ad Hoc Committee.”

     

    (b) The first sentence of the “Solicitation and Filing” section is
hereby amended and restated as follows:

     

    “The Company shall commence the solicitation process in
accordancewith applicable securities laws on or before November 6,
2009.”

     

    Section 2. Reference to and Effect Upon the Existing Restructuring Term
Sheet.

     

    (a) Except as specifically amended hereby, the Company and the Ad Hoc
Committee hereby acknowledges and agrees that all terms, conditions and
covenants contained in the Existing Restructuring Term Sheet, as amended hereby,
and all rights and obligations of the Company and the Ad Hoc Committee therein,
shall remain in full force and effect.  The


    
      
        
           

        

          

      

      
        Exhibit
A-29

        
          

        

      

      
          

      

    

    
 

    (b) Company and the Ad Hoc Committee hereby confirms that the Existing
Restructuring Term Sheet, as amended hereby, is in full force and
effect.

     

    Section 3. Execution in Counterparts.  This Amendment No. 3
may be executed and delivered in any number of counterparts (including delivery
by facsimile or portable document format (PDF)), each of which will be deemed an
original, but all of which together will constitute one and the same
instrument.

     

    Section 4. Integration.  The Existing Restructuring Term
Sheet as amended by this Amendment No. 3, together with the documents referenced
therein and related exhibits, attachments, annexes and schedules, constitutes
the sole and entire agreement of the parties to this Amendment No. 3 with
respect to the subject matter contained herein and therein, and supersedes all
prior and contemporaneous understandings and agreements, both written and oral,
with respect to such subject matter.

     

    Section 5. Severability.  Wherever possible, each provision of
this Amendment No. 3 shall be interpreted in such a manner as to be effective
and valid under applicable law, but if any provision of this Amendment No. 3
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment No. 3 or the Existing Restructuring Term Sheet.

     

    Section 6. Applicable Law.  This Amendment No. 3 shall be
governed by and be construed and enforced in accordance with, the laws of the
State of New York (including without limitation Sections 5-1401 and 5-1402 of
the New York General Obligations Law).

     

    Section 7. Jurisdiction and Waiver of Jury Trial.  EACH OF THE
PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK LOCATED IN NEW YORK COUNTY OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING
ARISING OUT OF THIS TERM SHEET; PROVIDED, HOWEVER THAT ANY BANKRUPTCY PROCEEDING
MAY BE FILED IN THE SOUTHERN DISTRICT OF GEORGIA AND SHALL BE SUBJECT TO ANY
APPLICABLE LAWS OF THE STATE OF GEORGIA.

     

    Section 8. Headings.  Section headings in this Amendment No. 3
are included herein for convenience of reference only and shall not constitute a
part of this Amendment No. 3 for any other purposes.

     

    Section 9. Confidentiality.  The Company and each Holder (and
their respective successors and assigns) shall not publicly disclose any
information provided to them in connection with this Amendment No. 3 or the
Existing Restructuring Term Sheet, nor shall they publicly disclose Annex A to this Amendment No. 3, except: (1) in any legal
proceeding relating to this Amendment No. 3, provided that the Company and/or
Holder, as applicable, shall use its best efforts to maintain the
confidentiality of Annex A in the context of any such proceeding; (2) to the
extent required by applicable law, rules, regulations promulgated thereunder, or
obligations, including, without limitation, U.S. federal securities laws, as
determined after


    
      
          

      

      
        Exhibit
A-30

        
          

        

      

      
          

      

    

    
 

    Section 10. consultation with legal counsel; (3) in response to an oral
question, interrogatory, request for information or documents, subpoena, civil
investigative demand or other process, or a request from a government agency,
regulatory authority or securities exchange; (4) that the Company may summarize
this Amendment No. 3 in connection with a Form 8-K filing (in lieu of filing
this Amendment No. 3 as an exhibit thereto); and (5) that the Company may
include this Amendment No. 3 as an exhibit to the Company’s Form 10-K for the
year ending December 31, 2009; provided, however, that the Company shall not include Annex A in any such filing and shall only disclose Annex A if specifically required to do so by the Securities
and Exchange Commission (“SEC”) after taking all reasonable steps to resist disclosure,
including requesting that Annex A be accorded confidential treatment by the SEC; provided that in the case of clauses (2), (3) or (5) above
the disclosing party provides notice to the applicable Holder (promptly upon
receipt of the subpoena or request so that the Holder may seek an appropriate
protective order or waive the Company’s requirement for compliance with this
Section 9), unless such notice would be prohibited by
law.  The Company will not oppose any reasonable action by the
applicable Holder to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded to the information
contained therein.  If the applicable Holder chooses to oppose the
production of such information, it does so at its own
expense.  Responding to any such subpoena or other request, after
providing notice as set forth herein, shall not be deemed to be a breach of any
provision of this Amendment No. 3.  Notwithstanding anything to the
contrary in this Section 9, the Company may: (i) disclose the aggregate
principal amount of Notes held by the Holders executing this Amendment No. 3,
taken as a whole and without reference to the names of the Holders constituting
such amount; and (ii) provide the Trustee with the executed copy of this
Amendment No. 3 that includes the individual signature pages of each of the
Holders, but only in the event that the Company first obtain the Trustee’s
written consent not to publicly disclose any information relating to the
individual holdings of each Holder.


    
      
          

      

      
        Exhibit
A-31

        
          

        

      

      
          

      

    

     

     

    EXHIBIT
B

     

    SECOND SUPPLEMENTAL INDENTURE

     

    SECOND SUPPLEMENTAL INDENTURE, dated as of [__________], 2009 (this
“Second Supplemental Indenture”), by and between Morris
Publishing Group, LLC, a Georgia limited liability company (the “Company” or “Morris Publishing”), Morris Publishing Finance Co., a Georgia
corporation, (“Morris Finance,” and together with Morris Publishing, each an
“Issuer” and together, the “Issuers”), the subsidiaries of Morris Publishing signatory
hereto (the “Guarantors”), and Wilmington Trust Company FSB, a Delaware
banking corporation, as successor trustee (the “Trustee”), under the Indenture (the “Original Indenture”), dated as of August 7, 2003 among the
Issuers, the Guarantors and Wachovia Bank, National Association, a national
banking association, as trustee (the “Original Trustee”), as amended by the First Supplemental
Indenture, dated as of July 20, 2004, between the Issuers, the Guarantors and
the Original Trustee (the Original Indenture together with such First
Supplemental Indenture, the “Indenture”). Each capitalized term used in this Second
Supplemental Indenture and not otherwise defined herein shall have the meaning
assigned to such term in the Indenture.

     

    WITNESSETH:

     

    WHEREAS, the Issuers have heretofore executed and delivered to the
Trustee the Original Indenture providing for the issuance of 7% Senior
Subordinated Notes due 2013 (the “Notes”);

     

    WHEREAS, Section 9.2 of the Indenture provides that the Issuers and
the Trustee may amend or supplement the Indenture and the Notes, in each case,
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding (the “Requisite Consents”);

     

    WHEREAS, the Company has initiated an exchange offer with respect to
the outstanding Notes (the “Exchange Offer”), upon the terms and subject to the
conditions set forth in the Exchange Offer Memorandum and Consent Solicitation
Statement, dated [__________], (as the same may be amended, supplemented or
modified, the “Offering Memorandum”);

     

    WHEREAS, in connection with the Exchange Offer, the Issuers have
proposed the amendments set forth herein (the “Proposed Amendments”) to the Indenture and the
Notes;

     

    WHEREAS, the Exchange Offer is conditioned upon, among other things,
the Proposed Amendments receiving the Requisite Consents, with the effectiveness
of such Proposed Amendments being subject to the acceptance by the Issuers for
exchange of the Notes tendered in the Exchange Offer and the payment of the
[Consideration for Tenders] (as defined in the Offering Memorandum) by the
Issuers, in each case, in accordance with the terms and subject to the
conditions contained in the Offering Memorandum (the “Acceptance”);

    


    
      
        
            

        

        
          Exhibit
B-1

          
            

          

        

        
            

        

      

    

    
 

    WHEREAS, the Company has received and delivered to the Trustee the
Requisite Consents to effect the Proposed Amendments;

     

    WHEREAS, the Board of Directors of each Issuer has by resolution
authorized the execution of this Second Supplemental Indenture; and

     

    WHEREAS, the Issuers have provided an Officers’ Certificate and an
Opinion of Counsel to the Trustee with respect to this Second Supplemental
Indenture, all in accordance with Section 9.2 of the Indenture.

     

    NOW THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, and for other good and valuable consideration
the receipt of which hereby is acknowledged, and for the equal and proportionate
benefit of the Holders of the Notes, the Issuers, the Guarantors and the Trustee
hereby agree as follows:

     

    Article
I.                      

     

    AMENDMENTS TO THE INDENTURE AND THE NOTES

     

    1.1 Amendment of Section 3.8 through 3.10.  Section 3.8
through 3.10 of the Indenture, inclusive, are hereby deleted in their entirety
and each such Section is replaced with the following: “[Intentionally
Omitted]”.

     

    1.2 Amendment of Sections 4.3 through 4.20.  Sections
4.3 through 4.20 of the Indenture, inclusive, are hereby deleted in their
entirety and each such Section is replaced with the following: “[Intentionally
Omitted]”.

     

    1.3 Amendment of Sections 5.1 and 5.2.  Sections 5.1
and 5.2 of the Indenture are hereby deleted in their entirety and such Sections
are replaced with the following: “[Intentionally Omitted]”.

     

    1.4 Amendment of Section 6.1.  Sections 6.1(3)-(8) of
the Indenture are hereby deleted in their entirety and each such Section is
replaced with the following: “[Intentionally Omitted]”.

     

    1.5 Amendment of Section 6.2. Section 6.2 of the Indenture is
hereby deleted in its entirety and Section 6.2 is replaced with the following:
“[Intentionally Omitted]”.

     

    1.6 Amendment of Defined Terms.  All terms defined in
Sections 1.1 and 1.2 of the Indenture and contained in the articles, sections
and clauses of the Indenture deleted by this Article I of this Second
Supplemental Indenture, but not otherwise used elsewhere in the Indenture, are
hereby deleted in their entirety, mutatis mutandis.

     

    1.7 Amendment of Section References.  All references in
the Indenture to the articles, sections and clauses of the Indenture deleted
pursuant to this Article I of this Second Supplemental Indenture are hereby
deleted in their entirety, mutatis mutandis.

    


    
      
        
            

        

        
          Exhibit
B-2

          
            

          

        

        
            

        

      

    

    
 

    1.8 Amendment to Notes.  The Notes are hereby amended
to delete or revise all provisions inconsistent with the amendments to the
Indenture effected by this Article I of this Second Supplemental
Indenture.

     

    Article II.

     

    EFFECTIVENESS

     

    2.1 Effectiveness of this Second Supplemental
Indenture.  This Second Supplemental Indenture is entered into
pursuant to and consistent with Section 9.2 of the Indenture, and nothing herein
shall constitute a waiver, amendment, modification or deletion of any provision
of the Indenture or the Notes requiring the approval of each Holder affected
thereby pursuant to Section 9.2 of the Indenture.  Upon the execution
of this Second Supplemental Indenture by the Issuers, the Guarantors and the
Trustee, the Indenture shall be amended and supplemented in accordance herewith,
and this Second Supplemental Indenture shall form a part of the Indenture for
all purposes and each Holder shall be bound thereby; provided, however, that the provisions of the Indenture and the Notes
referred to in Article I above (such provisions being referred to as the “Amended Provisions”) will remain in effect in the form they
existed prior to the execution of this Second Supplemental Indenture, and the
waivers, amendments, modifications and deletions to the Amended Provisions will
not become operative, and the terms of the Indenture and the Notes will not be
waived, amended, modified or deleted, in each case, unless and until the
occurrence of the Acceptance.

     

    Article III.

     

    MISCELLANEOUS

     

    3.1 Continuing Effect on the Indenture. Except as expressly
provided herein, all of the terms, provisions and conditions of the Indenture
and the Notes outstanding thereunder shall remain in full force and
effect.

     

    3.2 Reference and Effect on the Indenture.  Following
the Acceptance, each reference in the Indenture to “the Indenture,” “this
Indenture,” “hereunder,” “hereof” or “herein” shall mean and be a reference to
the Indenture as supplemented by this Second Supplemental Indenture, unless the
context otherwise requires.

     

    3.3 Governing Law.  This Second Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.

     

    3.4 Trustee Acceptance. The Trustee accepts the Indenture, as
supplemented hereby, and agrees to perform the same upon the terms and
conditions set forth therein, as supplemented hereby. The recitals contained
herein shall be taken as the statements of the Issuers, and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representation as
to the validity or sufficiency of this Second Supplemental
Indenture.

    


    
      
        
            

        

        
          Exhibit
B-3

          
            

          

        

        
            

        

      

    

    
 

    3.5 Counterparts.  The parties may sign any number of
copies of this Second Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.

     

    3.6 Effect of Headings.  The Section headings herein
are for convenience of reference only and shall not effect the construction
hereof.

     

    3.7 Entire Agreement. This Second Supplemental Indenture,
together with the Indenture as amended hereby, contains the entire agreement of
the parties, and supersedes all other representations, warranties, agreements
and understandings between the parties, oral or otherwise, with respect to the
matters contained herein and therein.

     

    3.8 Benefits of Second Supplemental Indenture. Nothing in this
Second Supplemental Indenture or the Indenture, express or implied, shall give
to any person, other than the parties hereto and thereto and their successors
hereunder and thereunder, and the Holders, any benefit of any legal or equitable
right, remedy or claim under the Indenture or the Second Supplemental
Indenture.

     

    3.9 Trust Indenture Act Controls.  If any provision of
this Second Supplemental Indenture limits, qualifies or conflicts with another
provision of this Second Supplemental Indenture or the Indenture that is
required to be included by the TIA as in force at the date this Second
Supplemental Indenture is effective, the provision required by the TIA shall
control.

     

    3.10 Severability.  In case any one or more of the
provisions of this Second Supplemental Indenture shall be held invalid, illegal
or unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the full
extent permitted by law.

     

    
      
        
            

        

        
          Exhibit
B-4

          
            

          

        

        
            

        

      

    

     

    

      IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

       

      
        	
                Dated:
      [__________]

              
	 
      	
                MORRIS
      PUBLISHING GROUP, LLC

              
	 
      	 
      
	 
      	
                By:           __________________________

                Name:  Craig
      S. Mitchell

                Title:  Vice
      President, Finance

              
	 
      	 
      
	 
      	
                MORRIS
      PUBLISHING FINANCE CO.

              
	 
      	 
      
	 
      	
                By:           __________________________

                Name:  Craig
      S. Mitchell

                Title:  Vice
      President, Finance

              


      


      
        	
                YANKTON
      PRINTING COMPANY

                BROADCASTER
      PRESS, INC.

                THE
      SUN TIMES, LLC

                HOMER
      NEWS, LLC

                LOG
      CABIN DEMOCRAT, LLC

                ATHENS
      NEWSPAPERS, LLC

                SOUTHEASTERN
      NEWSPAPERS COMPANY, LLC

                STAUFFER
      COMMUNICATIONS, INC.

                FLORIDA
      PUBLISHING COMPANY

                THE
      OAK RIDGER, LLC

                MPG
      ALLEGAN PROPERTY, LLC

                MPG
      HOLLAND PROPERTY, LLC

              
	 
      
	
                By:           __________________________

                Name:  Craig
      S. Mitchell

                Title:  Vice
      President, Finance

              
	 
      
	
                SOUTHWESTERN
      NEWSPAPERS COMPANY, L.P.

              
	 
      
	
                By:           Morris
      Publishing Group, LLC

                its General
      Partner

              
	 
      
	
                By:           __________________________

                Name:  Craig
      S. Mitchell

                Title:  Vice
      President, Finance

              


      

      

        
          
             


          

          
            Exhibit
B-5

            
              
 

          

          
             


          

        

 

    

    EXHIBIT C

     

    JOINDER

     

    This JOINDER, dated as of [__________ __, 20__] (this “Joinder”), is entered into by [__________________] (the “Joining Party”).

     

    1. Definitions.  Capitalized terms used but not
defined herein shall have the meanings set forth in that certain Restructuring
Support Agreement dated as of October 30, 2009 (the “Restructuring Support Agreement”), by and among Morris
Publishing Group, LLC (“MPG”), Morris Publishing Finance Co. (“MPF”, and together with MPG, the “Issuers”), the subsidiaries of MPG signatory thereto (the
“Guarantors”, and together with the Issuers, the “Company”), and the holders of (or authorized investment
advisors or managers of discretionary accounts that hold) the 7% Senior
Subordinated Notes due 2013 (the “Notes”) signatory thereto (together with their respective
successors and permitted assigns, the “Consenting Holders” and each, a “Consenting Holder”).

     

    2. Agreement to be Bound.  The Joining Party hereby
agrees to be bound by all of the terms of the Restructuring Support Agreement, a
copy of which is attached to this Joinder as Annex I (as the same has been or hereafter may be amended,
restated or otherwise modified from time to time in accordance with the
provisions thereof).  The Joining Party shall hereafter be deemed to
be a “Consenting Holder” and a “Party” for all purposes under the Restructuring
Support Agreement.

     

    3. Representations and Warranties.  With respect to
the aggregate principal amount of Notes set forth below its name on the
signature page hereof, the Joining Party hereby makes the representations and
warranties of the Consenting Holders as set forth in Section 8(b) of the Agreement to each other Party to the
Agreement.

    
      4. Governing Law.  This Joinder shall be governed by
and construed in accordance with the internal laws of the State of New York,
without regard to any conflicts of law provisions which would require the
application of the law of any other jurisdiction.

      
        5. Counterparts.  This Joinder may be executed and
delivered in any number of counterparts (including by facsimile or portable
document format (PDF) signatures), each of which shall be deemed to be an
original as against any party whose signature page appears thereon, and all of
which shall together constitute one and the same agreement.

        
          * * * * *

          
            [The Remainder Of This Page Is Intentionally Left
Blank]

            


            
              
                
                    

                

                
                  Exhibit-C-1

                  
                    

                  

                

                
                    

                

              

            

            
 

            IN WITNESS WHEREOF, the Joining Party has caused this Joinder to be
executed as of the date first written above.

            
              
                	
                         

                      	  
	
                        Signature:

                      	 
	
                        Name of Signing Person:

                      	 
	
                        Title of Signing Person:

                      	 
	  	  
	
                        Notice Address:

                      	  
	
                        
                          
                            Attention:

                          

                        

                      	  
	
                        Fax:

                      	  


              

              
                
                  	
                          Acknowledged:

                        
	  
	
                          MORRIS PUBLISHING GROUP, LLC

                          MORRIS PUBLISHING FINANCE CO.

                        
	  
	
                          By:   __________________________     

                        
	
                          Name: 

                        
	
                          Title: 

                        


                

                


                
                  
                    
                        

                    

                    
                      Exhibit-C-2

                      
                        

                      

                    

                    
                        

                    

                  

                

                
 

                
                  
                    
                      EXHIBIT D

                    

                     

                    INTERCREDITOR
AND SUBORDINATION AGREEMENT

                     

                    
                      THIS
INTERCREDITOR AND SUBORDINATION AGREEMENT, dated as of [_______], 2009 (this
“Agreement”),
is made by and among WILMINGTON TRUST FSB, in its capacity as trustee under the
Indenture (as defined below) (together with its successors and assigns in such
capacity, the “Trustee”)
and as collateral agent under the Subordinated  Indebtedness
Collateral Documents (as defined below) (together with its successors in such
capacity, the “Subordinated
Lien Collateral Agent”),
the TRANCHE B LENDERS (as defined below) and TRANCHE MANAGER, LLC, in its
capacity as administrative agent (together with its successors and assigns in
such capacity, the “Senior
Lender Representative”)
for the Senior Lenders (as defined below) under the Credit Agreement (as defined
below).

                      
                        RECITALS

                        
                          WHEREAS,
pursuant to that certain Amended and Restated Credit Agreement, dated as of
October 15, 2009 (the “Credit
Agreement”), among Morris Publishing Group, LLC, a Georgia limited
liability company (the “Issuer”),
Morris Communications Company, LLC, a Georgia limited liability company (“MCC”),
the lenders party thereto from time to time and the Senior Lender
Representative, the lenders party thereto agreed, upon the terms and conditions
stated therein, to make certain loans to the Issuer, the repayment of which is
secured by, among other things, security interests in and liens on (i) the
Collateral (as defined below) of the Issuer and all of its present and future
Subsidiaries (the “Subsidiary
Guarantors”), (ii) substantially all of the assets of  MCC and
each of its wholly-owned, domestic Subsidiaries MCC together with such
Subsidiaries, the (“MCC
Obligors”) and (iii) the equity interests of the Issuer and MCC in
accordance with the Pledge Agreements (as defined in the Credit Agreement) (the
pledgors of such interests, together with the MCC Obligors, the “Credit
Facility Exclusive Obligors”), including mortgages, instruments and
guaranties executed and delivered in connection therewith by the Issuer and the
Subsidiary Guarantors, and such other agreements, instruments and certificates
entered into in connection with the Credit Agreement (collectively, the “Loan
Documents”);

                          
                            WHEREAS,
the Issuer and Morris Publishing Finance Co., a Georgia corporation (“Morris
Finance,” and together with the Issuer, the “Notes
Issuers”), the guarantors named therein and the Trustee entered into that
certain Indenture, dated as of the date hereof (the “Indenture”),
whereby indebtedness was incurred by the Notes Issuers, the repayment of which
is guaranteed by the Subsidiary Guarantors (other than Morris Finance) and
secured on a second-priority basis by security interests in and liens on the
Collateral of the Issuer and the Subsidiary Guarantors pursuant to the
Subordinated Indebtedness Collateral Documents (as defined below);

                            
                              WHEREAS,
the Tranche A Lenders (as defined below) hold  Senior Indebtedness (as
defined below) that is senior in right of payment to the obligations of the
Issuer and the Subsidiary Guarantors in respect of the Notes Indebtedness (as
defined below) and the Tranche B Indebtedness (as defined below), and the
Tranche B Lenders hold Tranche B Indebtedness that is junior in right of payment
to the obligations of the Issuer and the Subsidiary Guarantors owing in respect
of the Senior Indebtedness and pari
passu in right of payment with the obligations owing in respect of the
Notes Indebtedness;


                              
                                
                                  
                                     


                                  

                                  
                                    Exhibit
D-1

                                    
                                      

                                    

                                  

                                  
                                     


                                  

                                

                              

                              
                                 

                                WHEREAS,
the obligations in respect of the Tranche B Indebtedness are secured on a
second-priority basis by security interests in and liens on the Collateral of
the Issuer and the Subsidiary Guarantors pursuant to the Subordinated
Indebtedness Collateral Documents;

                                
                                  WHEREAS,
the Trustee, Tranche B Lenders and the Senior Lender Representative desire to
enter into this Agreement concerning the priority in right of payment of the
Senior Indebtedness and the Subordinated Indebtedness (as defined
below);

                                  
                                    WHEREAS,
the Subordinated Lien Collateral Agent and the Senior Lender Representative
desire to enter into this Agreement concerning the priority of their respective
security interests in and liens on the Collateral;

                                    
                                      WHEREAS,
the Trustee, the Tranche B Lenders and the Senior Lender Representative desire
that the Senior Indebtedness be senior in right of payment to the Subordinated
Indebtedness in the manner and to the extent provided for in this
Agreement;

                                      
                                        WHEREAS,
the Subordinated Lien Collateral Agent and the Senior Lender Representative
desire that the priority of the security interests in and liens on the
Collateral under the Credit Facility Loan Documents (as defined below) be senior
in priority to the security interests in and liens on the Collateral under the
Subordinated Indebtedness Collateral Documents in the manner and to the extent
provided for in this Agreement;

                                        
                                          WHEREAS,
the rights and benefits of this Agreement in respect of the Senior Indebtedness
are intended to accrue solely for the benefit of the Senior Lender
Representative and the Senior Lenders, and neither the Tranche B Lenders nor any
other lender under the Credit Agreement shall be entitled to any of the rights
and benefits of this Agreement as a Senior Secured Party;

                                          
                                            WHEREAS,
the terms of the Credit Agreement permit the Issuer, Morris Finance and the
other Subsidiary Guarantors to enter into the Indenture and the other Notes
Documents, and in connection therewith, authorize and direct the Senior Lender
Representative to enter into an intercreditor and subordination agreement in
substantially the form and substance of this Agreement;

                                            
                                              WHEREAS,
the terms of the Indenture permit the Issuer, Morris Finance and the other
Subsidiary Guarantors to enter into the Credit Facility Loan Documents and, in
connection therewith, the terms of the Subordinated Indebtedness Collateral
Documents authorize and direct the Subordinated Lien Collateral Agent to enter
into an intercreditor and subordination agreement in substantially the form and
substance of this Agreement; and

                                              
                                                WHEREAS,
pursuant to the Subordinated Indebtedness Collateral Documents, the Tranche B
Lenders have authorized and directed the Subordinated Lien Collateral Agent, in
its capacity as secured party under the Subordinated Indebtedness Collateral
Documents, to enter into this Agreement on the terms set forth
herein.


                                                
                                                  
                                                    
                                                      Exhibit
D-2

                                                    

                                                    
                                                       


                                                    

                                                  

                                                  
                                                     

                                                    NOW,
THEREFORE, the Senior Lender Representative, the Subordinated Lien Collateral
Agent , the Trustee and the Tranche B Lenders hereby agree as
follows:

                                                     

                                                                     
ARTICLE
I                      

                                                     

                                                    DEFINITIONS

                                                     

                                                    Section
1.1 Definitions.  As
used in this Agreement, the following terms shall have the respective meanings
set forth below:

                                                     

                                                    “Agreement”
has the meaning set forth in the
preamble.

                                                    
                                                      “Bankruptcy
Code”
means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereinafter in effect, or any successor
statute.

                                                      
                                                        “Business
Day”
means any day 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.

                                                        
                                                          “Collateral”
means assets, real or personal, tangible or intangible, wherever located,
now owned or hereafter acquired by the Issuer or any Subsidiary Guarantor now or
at any time hereafter subject to a Lien securing or purporting to secure any
Senior Indebtedness or Subordinated Indebtedness, including all proceeds of such
assets; provided,
however,
that in no event shall “Collateral” include the Credit Facility Exclusive
Collateral or any proceeds thereof.

                                                          
                                                            “Credit
Agreement”
has the meaning set forth in the recitals.

                                                            
                                                              “Credit
Agreement Closing Date”
means October 15, 2009.

                                                              
                                                                “Credit
Facility Exclusive Collateral”
means all property and assets of the Credit Facility Exclusive Obligors securing
or purporting to secure the Senior Indebtedness.  For the avoidance of
doubt, “Credit Facility Exclusive Collateral” shall not include any property or
assets of the Issuer, the Subsidiary Guarantors, or any of their respective
Subsidiaries.

                                                                
                                                                  “Credit
Facility Exclusive Obligor”
has the meaning set forth in the recitals.

                                                                  
                                                                    “Credit
Facility Loan Documents”
means the Credit Agreement and the Loan
Documents.

                                                                    
                                                                      “Disposition”
means, with respect to any asset, any sale, lease, exchange, transfer or other
disposition of such asset or any interest therein.

                                                                      
                                                                        “Enforcement
Action”
means, with respect to any Party, (a) the commencement of any action or
proceeding, whether judicial or otherwise, for the enforcement of such Party’s
rights and remedies with respect to the Collateral, and including commencement
of any receivership, foreclosure proceedings or other actions against, or any
other sale of, collection on, or disposition of, any Collateral, or any exercise
of remedies with respect to the Collateral under the Subordinated Indebtedness
Financing Documents or the Credit Facility Loan Documents, including any
Insolvency Proceeding; (b) notifying any third-party account debtors of the
Issuer


                                                                        
                                                                          
                                                                             


                                                                          

                                                                          
                                                                            Exhibit
D-3

                                                                            
                                                                              

                                                                            

                                                                          

                                                                          
                                                                             


                                                                          

                                                                        

                                                                        
                                                                           

                                                                          or any
Subsidiary Guarantor to make payment directly to such Party or to any of its
agents or other Persons acting on its behalf; or (c) the exercise of any
right of set-off against the Issuer or any Subsidiary Guarantor.

                                                                          
                                                                            “Enforcement
Event”
means (a) a Notes Payment Default, (b) an Event of Default under the Notes
Documents (other than a Notes Payment Default) and the acceleration by the
Holders of the maturity of all the Notes in accordance with the terms of the
Indenture or (c) the commencement of an Insolvency Proceeding with respect to
the Issuer or any Subsidiary Guarantor.

                                                                            
                                                                              “Enforcement
Event Notice” has the meaning set forth in Section 4.2.

                                                                              
                                                                                “Entitled
Party”
has the meaning set forth in Section 5.1(a).

                                                                                
                                                                                  “Event
of Default”
means (i) in the case of the Senior Indebtedness, any “Event of Default” under
any Credit Facility Loan Document and includes any other default under or breach
of the Credit Facility Loan Documents that would entitle any Senior Secured
Party to declare any Senior Indebtedness thereunder to be due and payable prior
to its stated maturity, (ii) in the case of the Notes Documents, any “Event of
Default” under any Notes Document and includes any other default under or breach
of the Notes Documents that would entitle the Trustee to declare any Notes
Indebtedness thereunder to be due and payable prior to its stated maturity, or
(iii) in the case of the Tranche B Indebtedness, a Tranche B Event of
Default.

                                                                                  
                                                                                    “Financing
Documents”
means the Subordinated Indebtedness Financing Documents and the Credit Facility
Loan Documents.

                                                                                    
                                                                                      “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.

                                                                                      
                                                                                        “Holders”
means the holders of the Notes, solely in such
capacity.

                                                                                        
                                                                                          “Indebtedness”
means the Senior Indebtedness or the Subordinated Indebtedness, as
applicable.

                                                                                          
                                                                                            “Indenture”
has the meaning set forth in the recitals.

                                                                                            
                                                                                              “Insolvency
Proceeding”
means any proceeding, whether voluntary or involuntary, for the purposes of
dissolution, winding up, liquidation, arrangement or reorganization of the
Issuer, any Subsidiary Guarantor, or their respective successors or assigns,
whether in bankruptcy, insolvency, arrangement, reorganization or receivership
proceedings, or upon an assignment for the benefit of creditors or any other
marshaling of the assets and liabilities of the Issuer, any Subsidiary
Guarantor, or their respective successors or
assigns.

                                                                                              
                                                                                                “Issuer”
has the meaning set forth in the recitals.


                                                                                                
                                                                                                  
                                                                                                     


                                                                                                  

                                                                                                  
                                                                                                    Exhibit
D-4

                                                                                                    
                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                  
                                                                                                     


                                                                                                  

                                                                                                

                                                                                                
                                                                                                   

                                                                                                  “Liens”
means, with respect to any Property, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such
Property.

                                                                                                  
                                                                                                    “Lien
Priority” means, with respect to any Lien in and to the Collateral, the
order of priority of such Lien as specified in Sections 3.1
and 3.2.

                                                                                                    
                                                                                                      “Loan
Documents” has the meaning set forth in the recitals.

                                                                                                      
                                                                                                        “MCC”
has the meaning set forth in the recitals.

                                                                                                        
                                                                                                          “MCC
Obligors” has the meaning set forth in the recitals.

                                                                                                          
                                                                                                            “Morris
Finance” has the meaning set forth in the recitals.

                                                                                                            
                                                                                                              “Notes”
means the notes issued under the Indenture.

                                                                                                              
                                                                                                                “Notes
Documents”
means the Indenture, the Notes and the Subordinated Indebtedness Collateral
Documents, and such other agreements, instruments and certificates executed and
delivered (or issued) by the Issuer, the Subsidiary Guarantors or any of their
respective Subsidiaries pursuant to the Indenture or any of the
foregoing.

                                                                                                                
                                                                                                                  “Notes
Indebtedness” means all present and future obligations, contingent or
otherwise, of the Issuer and the Subsidiary Guarantors to the Subordinated Lien
Collateral Agent, the Trustee and Holders, including all indebtedness, guarantee
obligations, indemnities, fees, expenses, interest payments and other amounts
payable from time to time, arising under or pursuant to the Notes Documents,
including, in each case, interest, fees, costs and expenses accruing after the
initiation of any Insolvency Proceeding (irrespective of whether allowed or
recovered as a claim in such proceeding), and including the secured claims of
the Subordinated Lien Collateral Agent, the Trustee and the Holders arising
under or pursuant to the Notes Documents in respect of the Collateral in any
Insolvency Proceeding.

                                                                                                                  
                                                                                                                    “Notes
Issuers” has the meaning set forth in the recitals.

                                                                                                                    
                                                                                                                      “Notes
Payment Default” means an Event of Default arising out of the failure to
make any payment of any principal of, premium, if any, or interest, fees, costs
and expenses on the Notes Indebtedness when such becomes due and payable,
whether at maturity or at a date fixed for prepayment or by declaration or
otherwise, after giving effect to any cure or grace period.

                                                                                                                      
                                                                                                                        “Other
Default” means an Event of Default described in clause (i) of the
definition of Event of Default set forth herein (other than a Payment
Default).

                                                                                                                        
                                                                                                                          “Party”
means the Subordinated Lien Collateral Agent, on its own behalf and on behalf of
the Subordinated Lienholders, and the Senior Lender Representative, on its own
behalf and on behalf of the Senior Lenders.

                                                                                                                          
                                                                                                                            “Payment
Blockage Period” has the meaning set forth in Section
2.2(b).


                                                                                                                            
                                                                                                                              
                                                                                                                                 


                                                                                                                              

                                                                                                                              
                                                                                                                                Exhibit
D-5

                                                                                                                                
                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                              
                                                                                                                                 


                                                                                                                              

                                                                                                                            

                                                                                                                            
                                                                                                                               

                                                                                                                              “Payment
Default” means an Event of Default arising out of the failure to make any
payment of any principal of, premium, if any, or interest, fees, costs and
expenses on the Senior Indebtedness when such becomes due and payable, whether
at maturity or at a date fixed for prepayment or by declaration or otherwise,
after giving effect to any cure or grace period.

                                                                                                                              
                                                                                                                                “Payment-In-Full”
means, as at any time of determination, the payment in cash (or otherwise to the
extent the holders of the Indebtedness accept satisfaction of amounts due by
settlement in a form other than cash) in full of the Senior Indebtedness (other
than contingent obligations as to which no claim has been made at such time of
determination) or the Subordinated Indebtedness (other than contingent
obligations as to which no claim has been made at such time of determination),
as the case may be.

                                                                                                                                
                                                                                                                                  “Payment
Blockage Notice” has the meaning set forth in Section
2.2(b).

                                                                                                                                  
                                                                                                                                    “Permitted
Enforcement Action” means, with respect to actions of each Subordinated
Indebtedness Secured Party, (i) filing of a claim or statement of interest with
respect to the Subordinated Indebtedness; provided
that an Insolvency Proceeding has been commenced by or against the Issuer or any
Subsidiary Guarantor; (ii) taking any action in order to create, perfect,
preserve or protect its Lien on the Collateral; provided,
that no such action is, or could reasonably be expected to be, inconsistent with
the terms of this Agreement, including, without limitation, the automatic
release of the Liens of the Subordinated Lien Collateral Agent provided for in
Section
5.3(a); (iii) filing any necessary responsive or defensive pleadings
in opposition to any motion, claim, adversary proceeding or other pleading made
by any person objecting to or otherwise seeking the disallowance of the claims
of the Subordinated Indebtedness Secured Parties, including any claims secured
by the Collateral, if any, in each case, to the extent not inconsistent with the
terms of this Agreement; (iv) voting on any plan of reorganization, filing any
proof of claim, making other filings and making any arguments and motions with
respect to the Subordinated Indebtedness and the Collateral, in each case, to
the extent not inconsistent with the terms of this Agreement; (v) filing any
pleadings, objections, motions or agreements which assert rights or interests
available to unsecured creditors of any Subsidiary Guarantor arising under
either any Insolvency Proceeding or applicable non-bankruptcy law, in each case,
to the extent consistent with the terms of this Agreement; and (vi) exercising
any of its rights or remedies with respect to the Collateral after the
termination of the Standstill Period to the extent permitted by Section
4.2(b).

                                                                                                                                    
                                                                                                                                      “Person”
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.

                                                                                                                                      
                                                                                                                                        “Property”
means any right or interest in or to property of any kind whatsoever and whether
tangible or intangible.

                                                                                                                                        
                                                                                                                                          “Refinance”
means, with respect to any Senior Indebtedness (or, to the extent permitted by
Section
4.7, any Tranche B Indebtedness), to refinance, extend, renew,
restructure (including by the amendment and restatement of any instrument or
agreement evidencing such Indebtedness) or replace or to issue other
indebtedness or commitments to provide indebtedness in exchange or replacement
for, such Indebtedness or commitments to provide indebtedness, in whole or in
part.  “Refinanced” and “Refinancing” shall have correlative
meanings.


                                                                                                                                          
                                                                                                                                            
                                                                                                                                               


                                                                                                                                            

                                                                                                                                            
                                                                                                                                              Exhibit
D-6

                                                                                                                                              
                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                            
                                                                                                                                               


                                                                                                                                            

                                                                                                                                          

                                                                                                                                          
                                                                                                                                             

                                                                                                                                            “Refinancing
Notice” has the meaning assigned to such term in Section
4.7(c).

                                                                                                                                            
                                                                                                                                              “Replacement
Collateral Agent” has the meaning assigned to such term in Section
4.7(c).

                                                                                                                                              
                                                                                                                                                “Replacement
Credit Facility Obligations” has the meaning assigned to such term in
Section
4.7(c).

                                                                                                                                                
                                                                                                                                                  “Replacement
Credit Facility Documents” has the meaning assigned to such term in Section
4.7(c).

                                                                                                                                                  
                                                                                                                                                    “Restricted
Payment” means any payment or distribution of any kind (by setoff or
otherwise) with respect to Subordinated Indebtedness (other than the payment of
the Trustee’s fees and expenses pursuant to Section 7.7 of the Indenture),
including the principal of, premium, if any, or interest on the Notes, or on
account of the acquisition or redemption of the Notes (including any repurchase
of the Notes), for cash or property (including, without limitation, pursuant to
Article III of the Indenture.

                                                                                                                                                    
                                                                                                                                                      “Secured
Liability” means the Subordinated Indebtedness and the Senior
Indebtedness.

                                                                                                                                                      
                                                                                                                                                        “Senior
Indebtedness”
means all present and future obligations, contingent or otherwise, of the
Issuer, the Subsidiary Guarantors, the Credit Facility Exclusive Obligors and
any other obligor from time to time under the Credit Facility Loan Documents, to
the Senior Lender Representative and the Senior Lenders, including all
indebtedness, guarantee obligations, indemnities, fees, expenses, interest
payments and other amounts payable from time to time, arising under or pursuant
to the Credit Facility Loan Documents, including, in each case, interest, fees,
costs and expenses accruing after the initiation of any Insolvency Proceeding
(irrespective of whether allowed or recovered as a claim in such proceeding),
and including the secured claims of the Senior Lender Representative and the
Senior Lenders arising under or pursuant to the Credit Facility Documents in
respect of the Collateral in any Insolvency Proceeding; provided,
however that the aggregate principal amount of the Senior Indebtedness
shall be limited to the Senior Indebtedness Cap Amount; and, provided,
further,
in no event shall any Tranche B Indebtedness be or be deemed to be “Senior
Indebtedness”.

                                                                                                                                                        
                                                                                                                                                          “Senior
Indebtedness Cap Amount” means, as of any date of determination, (i) the
aggregate principal amount of the Tranche A Term Loan Commitments on the Credit
Agreement Closing Date, less
(ii) all payments of principal on the Tranche A Term Loans made prior to such
date of determination, plus
(iii) the aggregate principal amount of the Tranche B Term Loans on the Credit
Agreement Closing Date, plus
(iv) all paid-in-kind interest on the Tranche B Term Loans, which paid-in-kind
interest has accrued or been added to the principal thereof, as applicable,
prior to such date of determination; provided,
however,
this term Senior Indebtedness Cap Amount shall not include amounts described
under clauses (iii) and (iv) above, unless and only to the extent that the
Tranche B Term Loans are Refinanced in connection with and as a part of the
Refinancing of the Tranche A Term Loans.


                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                               


                                                                                                                                                            

                                                                                                                                                            
                                                                                                                                                              Exhibit
D-7

                                                                                                                                                              
                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                            
                                                                                                                                                               


                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                          
                                                                                                                                                             

                                                                                                                                                            “Senior
Lenders”
means, collectively, the lender or lenders from time to time party to the Credit
Agreement holding a Tranche A Term Loan Commitment or an outstanding
Tranche A Term Loan  (it being understood that, notwithstanding
the incurrence of the Tranche B Indebtedness pursuant to the Credit Agreement,
no Tranche B Lender shall constitute a Senior Lender for any purpose of this
Agreement).

                                                                                                                                                            
                                                                                                                                                              “Senior
Lender Representative”
has the meaning set forth in the preamble and, in any event, no Tranche B Lender
nor any affiliate, representative, agent or attorney of a Tranche B Lender shall
be a “Senior Lender Representative” other than the Administrative Agent (as
defined in the Credit Agreement) (so long as the Administrative Agent is not a
Tranche B Lender or an affiliate of a Tranche B
Lender).

                                                                                                                                                              
                                                                                                                                                                “Senior
Secured Parties”
means the Senior Lenders and the Senior Lender
Representative.

                                                                                                                                                                
                                                                                                                                                                  “Standstill
Period”
has the meaning set forth in Section 4.2(b).

                                                                                                                                                                  
                                                                                                                                                                    “Subordinated
Indebtedness” means the Notes Indebtedness and the Tranche B
Indebtedness.

                                                                                                                                                                    
                                                                                                                                                                      “Subordinated
Indebtedness Collateral Documents” means the Subordinated Lien Security
Agreement, any mortgage or deed of trust, and any other agreement, document or
instrument pursuant to which a Lien is granted securing any Subordinated
Indebtedness or under which rights or remedies with respect to such Liens are
governed.

                                                                                                                                                                      
                                                                                                                                                                        “Subordinated
Indebtedness Financing Documents” means the Notes Documents and the
Tranche B Loan Documents.

                                                                                                                                                                        
                                                                                                                                                                          “Subordinated
Indebtedness Secured Parties” means the Subordinated Lien Collateral
Agent, the Trustee and the Subordinated Lienholders.

                                                                                                                                                                          
                                                                                                                                                                            “Subordinated
Lien Collateral Agent” has the meaning set forth in the
preamble.

                                                                                                                                                                            
                                                                                                                                                                              “Subordinated
Lienholders” means the Holders and the Tranche B Lenders.

                                                                                                                                                                              
                                                                                                                                                                                “Subordinated
Lien Security Agreement” shall mean the [Security and Collateral Agency
Agreement, dated as of _________ __], 2009, among the Issuer, the Subsidiary
Guarantors, the Tranche B Lenders, the Trustee and the Subordinated Lien
Collateral Agent].

                                                                                                                                                                                
                                                                                                                                                                                  “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


                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                       


                                                                                                                                                                                    

                                                                                                                                                                                    
                                                                                                                                                                                      Exhibit
D-8

                                                                                                                                                                                      
                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                    
                                                                                                                                                                                       


                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                  
                                                                                                                                                                                     

                                                                                                                                                                                    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.

                                                                                                                                                                                    
                                                                                                                                                                                      “Subsidiary
Guarantors” has the meaning set forth in the recitals.

                                                                                                                                                                                      
                                                                                                                                                                                        “Tranche
A Lenders” means, collectively, the lender or lenders from time to time
party to the Credit Agreement holding a Tranche A Term Loan Commitment or an
outstanding Tranche A Term Loan.

                                                                                                                                                                                        
                                                                                                                                                                                          “Tranche
A Term Loan” means each term loan made by a Tranche A Lender to the
Issuer pursuant to the Credit Agreement.

                                                                                                                                                                                          
                                                                                                                                                                                            “Tranche
A Term Loan Commitment” means, with respect to each Tranche A Lender, the
commitment, if any, of such Tranche A Lender under the Credit Agreement to make
or continue one or more Tranche A Term Loans.

                                                                                                                                                                                            
                                                                                                                                                                                              “Tranche
B Indebtedness” means all present and future obligations, contingent or
otherwise, of the Issuer and the Subsidiary Guarantors to the Tranche B Lenders,
including all indebtedness, guarantee obligations, indemnities, fees, expenses,
interest payments and other amounts payable from time to time, arising under or
pursuant to the Tranche B Loan Documents, including, in each case, interest,
fees, costs and expenses accruing after the initiation of any Insolvency
Proceeding (irrespective of whether allowed or recovered as a claim in such
proceeding), and including the secured claims of the Tranche B Lenders arising
under or pursuant to the Tranche B Loan Documents in respect of the Collateral
in any Insolvency Proceeding.

                                                                                                                                                                                              
                                                                                                                                                                                                “Tranche
B Lenders” means, collectively, the lender or lenders from time to time
party to the Credit Agreement holding a Tranche B Term Loan Commitment or an
outstanding Tranche B Term Loan.

                                                                                                                                                                                                
                                                                                                                                                                                                  “Tranche
B Loan Documents”
means the Credit Agreement, the Subordinated Indebtedness Collateral Documents,
and such other agreements, instruments and certificates executed and delivered
(or issued) by the Issuer, the Subsidiary Guarantors or any of their respective
Subsidiaries for the benefit of the Tranche B Lenders pursuant to the Credit
Agreement or any of the foregoing.

                                                                                                                                                                                                  
                                                                                                                                                                                                    “Tranche
B Event of Default” means (i) an event described in clause (a) of Article
VII of the Credit Agreement in respect of a Tranche B Term Loan and (ii) any
event constituting an “Event of Default” under the Notes.

                                                                                                                                                                                                    
                                                                                                                                                                                                      “Tranche
B Term Loan” means each term loan made by a Tranche B Lender to the
Issuer pursuant to the Credit Agreement.

                                                                                                                                                                                                      
                                                                                                                                                                                                        “Tranche
B Term Loan Commitment” means, with respect to each Tranche B Lender, the
commitment, if any, of such Tranche B Lender under the Credit Agreement to make
or continue one or more Tranche B Term Loans.


                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                             


                                                                                                                                                                                                          

                                                                                                                                                                                                          
                                                                                                                                                                                                            Exhibit
D-9

                                                                                                                                                                                                            
                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                          
                                                                                                                                                                                                             


                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                        
                                                                                                                                                                                                           

                                                                                                                                                                                                          “Trustee”
has the meaning set forth in the preamble.

                                                                                                                                                                                                          
                                                                                                                                                                                                            “UCC”
means the Uniform Commercial Code as from time to time in effect in the State of
New York.

                                                                                                                                                                                                            
                                                                                                                                                                                                              “Yield
Maintenance Agreement” means that certain letter agreement, dated October
15, 2009, among the Senior Lenders, MCC and certain Subsidiaries of
MCC.

                                                                                                                                                                                                              
                                                                                                                                                                                                                Section
1.2 Miscellaneous.  All
definitions herein (whether set forth herein directly or by reference to
definitions in other documents) shall be equally applicable to both the singular
and the plural forms of the terms defined.  The words “hereof,”
“herein” or “hereunder” and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement.  Article and section references are to articles and
sections of this Agreement unless otherwise specified.  The term
“including” means “including without limitation.”  Unless the context
requires otherwise, 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 amended, restated, extended, renewed, replaced,
refinanced, supplemented or otherwise modified from time to
time.  For
clarity, no use of the defined term “Credit Agreement” in this Agreement
shall have the effect of subordinating the Senior Indebtedness in right of
payment or lien priority to the Subordinated Indebtedness.

                                                                                                                                                                                                                
                                                                                                                                                                                                                  ARTICLE
II

                                                                                                                                                                                                                  
                                                                                                                                                                                                                    SUBORDINATION

                                                                                                                                                                                                                    
                                                                                                                                                                                                                      Section
2.1 Subordinated
Indebtedness Subordinated to Senior Indebtedness.  The
Subordinated Lien Collateral Agent, the Trustee, on behalf of the Holders, and
each of the Tranche B Lenders, agrees that each Restricted Payment is
subordinated, to the extent and in the manner provided in this Article II, to
the prior Payment-In-Full of all Senior Indebtedness.  These
subordination provisions are for the benefit of the Senior Lenders.

                                                                                                                                                                                                                      
                                                                                                                                                                                                                        Section
2.2 No
Payment on Subordinated Indebtedness in Certain
Circumstances.

                                                                                                                                                                                                                        
                                                                                                                                                                                                                          (a) If a
Payment Default has occurred, the Issuer may not, and each Subsidiary Guarantor
may not, make any Restricted Payment, until the earlier to occur of (x) the date
on which such Payment Default has been cured or waived or otherwise has ceased
to exist and (y) the date on which the Payment-in-Full of all Senior
Indebtedness has occurred.

                                                                                                                                                                                                                          
                                                                                                                                                                                                                            (b) If an
Other Default has occurred and such Other Default permits the Senior Lender
Representative or the Senior Lenders to declare the Senior Indebtedness to be
due and payable, then no Restricted Payment may be made by the Issuer or on
behalf of the Issuer or by or on behalf of any Subsidiary Guarantor with respect
to any Subordinated Indebtedness for a period of time (the “Payment
Blockage Period”)
commencing upon delivery by the Senior Lender Representative to the Issuer, the
Tranche B Lenders, the Trustee and the Subordinated Lien Collateral Agent of
written notice stating that such Other Default has occurred and is continuing
and at the time of such notice permits the Senior Lender Representative or the
Senior Lenders to declare the Senior Indebtedness to be due and
payable


                                                                                                                                                                                                                            
                                                                                                                                                                                                                              
                                                                                                                                                                                                                                 


                                                                                                                                                                                                                              

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                Exhibit
D-10

                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                

                                                                                                                                                                                                                              

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                 


                                                                                                                                                                                                                              

                                                                                                                                                                                                                            

                                                                                                                                                                                                                            
                                                                                                                                                                                                                               

                                                                                                                                                                                                                              (c) (the
“Payment
Blockage Notice”)
and continuing until the earlier to occur of (x) unless the Senior Indebtedness
has been declared due and payable, 180 days after the date of delivery of
such Payment Blockage Notice and (y) the date on which such Other Default has
been cured or waived or otherwise has ceased to exist.

                                                                                                                                                                                                                              
                                                                                                                                                                                                                                A Payment Blockage Notice
shall be not given unless and until 360 days have elapsed since the
effectiveness of the immediately prior Payment Blockage Notice.  No
Other Default that existed or was continuing upon the commencement of any
Payment Blockage Period shall be made the basis for the commencement of any
other Payment Blockage Period unless such Other Default shall have been cured or
waived for a period of not less than 90 days (for purposes of this provision,
any subsequent action, or any subsequent breach of any financial covenant for a
period commencing after such Payment Blockage Notice that, in either case, would
give rise to a new Other Default, even though it is an event that would also
have been a separate breach pursuant to any provision under which a prior Other
Default previously existed, shall constitute a new Other Default for this
purpose).  No more than five Payment Blockage Periods under this Section
2.2(b) may be initiated by the Senior Lender Representative or the Senior
Lenders during the term of this Agreement.  Notwithstanding anything
in this Section
2.2 to the contrary,  (i) with respect to blockages initiated
pursuant to an Other Default, the Issuer and the Subsidiary Guarantors may pay
and Subordinated Lienholders may receive and retain any Restricted Payment
before receipt of the Payment Blockage Notice, and (ii) interest will accrue on
the Subordinated Indebtedness even if a Restricted Payment is
blocked.

                                                                                                                                                                                                                                
                                                                                                                                                                                                                                  Section
2.3 [Intentionally
Omitted].

                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                    Section
2.4 Payments
or Distributions to be Held in Trust for the Benefit of the Senior Secured
Parties.  In furtherance of the provisions of Section
2.1, in the event that, notwithstanding the provisions of Section
2.2 or 4.4,
any Restricted Payment shall be received by any Subordinated Indebtedness
Secured Party at a time when such Restricted Payment is prohibited by Section
2.2 or 4.4 or any payment or distribution of any Credit Facility
Exclusive Obligor’s assets shall be received by any Subordinated Indebtedness
Secured Party, such payment or distribution shall be held in trust for the
benefit of the Senior Secured Parties and shall be paid or delivered by such
Subordinated Indebtedness Secured Party to the Senior Lender Representative for
payment in accordance with the Credit Agreement to the Senior Secured Parties of
any Senior Indebtedness then outstanding, to the extent necessary to pay or to
provide for the payment of such Senior Indebtedness in cash or cash equivalents
(or otherwise to the extent the Senior Secured Parties accept satisfaction of
amounts due by settlement in other than cash or cash equivalents) after giving
effect to any concurrent payment or distribution to the Senior Secured
Parties.

                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                      Section
2.5 [Intentionally
Omitted].

                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                        Section
2.6 Relative
Rights.  This Article II defines the relative rights of the
Subordinated Indebtedness Secured Parties and the Senior Secured
Parties.  Nothing herein shall: (i) impair, as between the Issuer or
any Subsidiary Guarantor and the Senior Secured Parties, the obligation of the
Issuer or such Subsidiary Guarantor, which is absolute and unconditional, to pay
the Senior Indebtedness in accordance with its terms; (ii) affect the relative
rights of the Senior Secured Parties and creditors of the Issuer or such
Subsidiary Guarantor other than their


                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                             


                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                            Exhibit
D-11

                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                             


                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                          Section
2.7 rights in
relation to the Subordinated Indebtedness; or (iii) prevent the Senior Secured
Parties or any of them from exercising available remedies upon a Default (as
defined in the Credit Agreement) or Event of Default under the Credit Facility
Loan Documents, subject to the rights of the Subordinated Indebtedness Secured
Parties as provided for herein.  Nothing herein shall:  (x)
impair, as between the Issuer or any Subsidiary Guarantor and the Subordinated
Indebtedness Secured Parties, the obligation of the Issuer or such Subsidiary
Guarantor, which is absolute and unconditional, to pay the Subordinated
Indebtedness in accordance with its terms; (y) affect the relative rights of the
Subordinated Indebtedness Secured Parties and creditors of the Issuer or any
Subsidiary Guarantor other than their rights in relation to the Senior Secured
Parties; or (z) except as provided for herein, prevent any Subordinated
Indebtedness Secured Party from exercising its available remedies upon a Default
(as defined in the Indenture) or Event of Default under the Subordinated
Indebtedness Financing Documents, subject to the rights of the Senior Secured
Parties as provided for herein.

                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                            Section
2.8 Trustee
Entitled to Assume Payments Not Prohibited in Absence of
Notice.  The Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee unless and until the Trustee shall have received
written notice thereof from the Issuer or from the Senior Lender Representative
and, prior to the receipt of any such written notice, the Trustee, subject to
the provisions of Sections 7.1 and 7.2 of the Indenture, shall be entitled in
all respects conclusively to assume that no such fact exists.

                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                              Notwithstanding anything
to the contrary in this Article II or in the Indenture or in the Notes, upon any
distribution of assets of the Issuer and the Subsidiary Guarantors referred to
in this Article II, the Trustee, subject to the provisions of 7.1 and 7.2 of the
Indenture, and the Holders shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, or a certificate of
the liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the Senior Secured Parties and the holders
of other Indebtedness of the Issuer or any Subsidiary Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article II so long as such
court has been apprised of the provisions of, or the order, decree or
certificate makes reference to, the provisions of this Article
II.

                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                Section
2.9 Application
by Trustee of Assets Deposited with It.  To the extent
depositing amounts in trust with the Trustee pursuant to and in accordance with
Article VIII of the Indenture is not prohibited by Section
2.2 or 4.4,
such amounts shall, (a) be for the sole benefit of Holders and (b) to the extent
the making of such deposit by any of the Notes Issuers shall otherwise (i) not
be in contravention of any term or provision of the Credit Agreement and (ii) be
allocated for the payment of the Notes, not be subject to the subordination
provisions of this Article II.  Otherwise, any deposit of assets with
the Trustee or any paying agent, registrar or co-registrar (whether or not in
trust) for the payment of principal of or interest on any Notes Indebtedness
shall be subject to the provisions of Sections
2.1, 2.2,
2.4,
2.5
and 4.4;
provided,
that, if on the date on which by the terms of the Indenture any such assets may
become distributable for any purpose (including without limitation, the payment
of either principal of or interest on any Note) the Trustee or such paying agent
shall not have received with respect to


                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                     


                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                    Exhibit
D-12

                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                     


                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                  Section
2.10 such
assets the written notice provided for in Section
2.7, then the Trustee or such paying agent shall have full power and
authority to receive such assets and to apply the same to the purpose for which
they were received, and shall not be affected by any notice to the contrary
which may be received by it on or after such date.

                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                    Section
2.11 Subordination
Rights Not Impaired by Acts or Omissions of the Issuer, the Subsidiary
Guarantors or Senior Secured Parties.  No right of any present
or future Senior Secured Party to enforce the subordination provisions contained
in this Article II shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Issuer, any Subsidiary Guarantor or any
Credit Facility Exclusive Obligor or by any act or failure to act, in good
faith, by any such Senior Secured Party, regardless of any knowledge thereof
which any such Senior Secured Party may have or be otherwise charged
with.

                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                      The subordination
provisions contained in this Agreement are for the benefit of the Senior Secured
Parties.  Neither the Tranche B Lenders nor any other lender under the
Credit Agreement shall be entitled to any of the rights and benefits of this
Agreement as a Senior Secured Party.

                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                        Section
2.12 Holders
Authorize Trustee to Effectuate Subordination of
Notes.  Pursuant to the Indenture, each Holder of the Notes by
its acceptance thereof authorized and expressly directed the Trustee on its
behalf to take such action as may be necessary or appropriate to effectuate the
subordination provisions contained in this Article II and to protect the rights
of the Holders pursuant to the Indenture, and appointed the Trustee his
attorney-in-fact for such purpose, including, in the event of any dissolution,
winding up, liquidation or reorganization of the Issuer or any Subsidiary
Guarantor (whether in bankruptcy, insolvency or receivership proceedings or upon
an assignment for the benefit of creditors or any other marshaling of assets and
liabilities of the Issuer or any Subsidiary Guarantor), the immediate filing of
a claim for the unpaid balance of his Notes in the form required in said
proceedings and cause said claim to be approved.  In the event of any
liquidation or reorganization of the Issuer or any Subsidiary Guarantor in
bankruptcy, insolvency, receivership or similar proceeding, if the Holders of
the Notes (or the Trustee on their behalf) have not filed any claim, proof of
claim, or other instrument of similar character necessary to enforce the
obligations of the Issuer or any Subsidiary Guarantor in respect of the Notes at
least thirty (30) days before the expiration of the time to file the same, then
in such event, but only in such event, the Senior Lender Representative on their
behalf may, as an attorney-in-fact for such Holders, file any such claim, proof
of claim, or other instrument of similar character on behalf of such
Holders.  Nothing herein contained shall be deemed to authorize the
Trustee, the Senior Lenders or their respective representative to authorize or
consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof, or to authorize the Trustee, the Senior
Lenders or their respective representative to vote in respect of the claim of
any Holder in any such proceeding.

                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                          Section
2.13 Article
II Not to Prevent Events of Default.  The failure to make a
Restricted Payment on, or in respect of, the Subordinated Indebtedness by reason
of any provision of this Article II shall not be construed as preventing the
occurrence of a Default (as defined in the Indenture) or an Event of Default
under the Subordinated Indebtedness Financing Documents.


                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                               


                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              Exhibit
D-13

                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                               


                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                            Section
2.14 No
Fiduciary Duty of Trustee and Senior Secured Parties of One to the
Other.

                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                              (a) The
Trustee, on the one hand, and each of the Senior Secured Parties, on the other
hand, shall not be deemed to owe any fiduciary duty to each
other.  With respect to each other, the Senior Secured Parties and the
Trustee undertake to perform or to observe only such of the covenants or
obligations as are specifically set forth in this Article II and no implied
covenants or obligations between them shall be read into this
Agreement.  In the event of any conflict between any duty of the
Senior Lender Representative to the Senior Lenders and to the Subordinated
Lienholders, the Senior Lender Representative is expressly authorized to resolve
such conflict in favor of the Senior Lenders.  In the event of any
conflict between the fiduciary duty of the Trustee to the Subordinated
Lienholders and to the Senior Lenders, the Trustee is expressly authorized to
resolve such conflict in favor of the Subordinated Lienholders.

                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                (b) The
Trustee, for itself and on behalf of the Holders, and the Tranche B Lenders
agree that none of the Senior Secured Parties shall have any liability to the
Trustee or any Subordinated Lienholder, and hereby waive any claim against any
of the Senior Secured Parties arising out of any and all actions which the
Senior Lender Representative or any other Senior Secured Party may take or
permit or omit to take with respect to (i) the Credit Facility Loan Documents
(other than this Agreement), (ii) the collection of the Senior Indebtedness,
(iii) the maintenance of, the preservation of, the foreclosure upon or the
disposition of any Collateral, (iv) any election by the Senior Lender
Representative or any other Senior Secured Party, in any proceeding instituted
under the Bankruptcy Code, of the application of Section 1111(b) of the
Bankruptcy Code or (v) any borrowing of, or grant of a security interest or
administrative expense priority under Section 364 of the Bankruptcy Code to,
Issuer or any of its Subsidiaries, as debtor-in-possession.

                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                  ARTICLE
III

                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                    LIEN
PRIORITY

                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                      Section
3.1 Agreement
to Subordinate Liens.  The Subordinated Lien Collateral Agent
hereby agrees that, until the Payment-In-Full of the Senior Indebtedness, any
and all Liens now or hereafter held by the Subordinated Lien Collateral Agent
for the benefit of itself and the Subordinated Lienholders on the Collateral
securing the Subordinated Indebtedness are and shall be junior and subordinate
in all respects to any and all Liens of the Senior Lender Representative on the
Collateral securing the Senior Indebtedness, and irrespective of whether the
rights of the Senior Lender Representative under this Article III shall be void
and of no further force and the Liens of the Senior Lender Representative in and
to the Collateral are avoided, disallowed, set aside or otherwise invalidated in
any action or proceeding by a court, tribunal or administrative agency of
competent jurisdiction.  The subordination of the Liens of the
Subordinated Lien Collateral Agent for the benefit of itself and the
Subordinated Lienholders on the Collateral in favor of the Senior Lender
Representative provided for herein shall not be deemed to (a) subordinate
the Liens of the Subordinated Lien Collateral Agent to the Liens of any other
Person other than the Senior Lender Representative for the benefit of the
Senior


                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                          Exhibit
D-14

                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                        Section
3.2 Lenders,
or (b) subordinate the Subordinated Indebtedness to any Indebtedness of the
Issuer or any of the Subsidiary Guarantors, other than the Senior
Indebtedness.

                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                          Section
3.3 No
Contest; Excluded Assets.  Each of the Parties, the Trustee and
the Tranche B Lenders agrees that it will not (and hereby waives any right to)
attack or contest or support any other person in attacking or supporting, in any
proceeding (including any Insolvency Proceeding), the validity, perfection,
priority or enforceability of the Liens of the Senior Lender Representative or
the Subordinated Lien Collateral Agent, as applicable, or finance or urge any
other Person to do so; provided that
each Party may enforce its rights and privileges under this Agreement without
being deemed to have violated this provision.  Except as described in
Sections
3.5 and 3.6,
the terms and conditions of this Agreement shall not apply to any property or
assets (including property or assets that do not constitute Collateral) that one
Party has a Lien on and the other Party does not to the extent such Lien is not
prohibited hereunder.

                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                            Section
3.4 Exercise
of Rights.

                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                              (a) The
Subordinated Lien Collateral Agent may exercise, and nothing herein shall
constitute a waiver of, any right it may have at law or in equity to receive
notice of, or to commence or join with any creditor in commencing any Insolvency
Proceeding; provided
that,
until the Payment-In-Full of the Senior Indebtedness, the exercise of any such
right by the Subordinated Lien Collateral Agent shall be (i) subject to the
Lien Priority and the application of proceeds of Collateral under Section 4.4,
and (ii) subject to the provisions of Sections 4.1
and 4.2.

                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                (b) Notwithstanding
any other provision hereof, the Subordinated Lien Collateral Agent and the
Subordinated Lienholders may make such demands or file such claims as may be
necessary to prevent the waiver or bar of such claims under applicable statutes
of limitations or other statutes, court orders or rules of
procedure.

                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                  Section
3.5 Priority
of Liens.  Notwithstanding the time, manner, order or method of
grant, creation, attachment or perfection of any security interest in, or Lien
upon, the Collateral, irrespective of the descriptions of Collateral contained
in the Financing Documents, including any financing statements, and
notwithstanding any provision of the UCC or any other applicable law, the
provisions of any Financing Document, any defect or deficiency or alleged
deficiency in any of the foregoing or any other circumstance whatsoever, the
Parties, the Trustee and the Tranche B Lenders agree among themselves that Liens
of the Subordinated Lien Collateral Agent and the Senior Lender Representative
in the Collateral shall be governed by the Lien Priority, which shall be
controlling in the event of any conflict between this Agreement and any of the
Financing Documents.

                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                    Section
3.6 Limitation
on Liens.

                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                      (a) The
Subordinated Lien Collateral Agent, for itself and on behalf of the Subordinated
Lienholders, agrees that, until the Payment-In-Full of the Senior Indebtedness,
neither the Issuer nor any other Person shall grant or permit any additional
Liens on any asset to secure any of the Subordinated Indebtedness; provided,
however,
that in the case of any assets


                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          Exhibit
D-15

                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                        (b) (other
than the Credit Facility Exclusive Collateral) such additional Liens may be
granted if the Issuer or such other Person has granted, or substantially
concurrently therewith grants, a Lien on such asset to secure the Senior
Indebtedness with each such Lien to be subject to the provisions of this
Agreement, including, without limitation, Section
3.1.

                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                          (c) The
Senior Lender Representative, for itself and on behalf of the Senior Lenders,
agrees that, until the Payment-In-Full of the Subordinated Indebtedness, neither
the Issuer nor any other Person (other than a Credit Facility Exclusive Obligor)
shall grant or permit any additional Liens on any asset (other than the Credit
Facility Exclusive Collateral) to secure any of the Senior Indebtedness; provided,
however,
that in the case of any assets (other than the Credit Facility Exclusive
Collateral) such additional Liens may be granted if the Issuer or such other
Person has granted, or substantially concurrently therewith grants, a Lien on
such asset to secure the Subordinated Indebtedness with each such Lien to be
subject to the provisions of this Agreement, including, without limitation,
Section
3.1.

                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                            (d) To the
extent that Section
3.5(a) or (b)
or Section
3.6 is
not complied with for any reason, without limiting any other right or remedy
available to the Senior Secured Parties or the Subordinated Indebtedness Secured
Parties, the Subordinated Lien Collateral Agent agrees, for itself and on behalf
of the Subordinated Lienholders, and the Senior Lender Representative agrees,
for itself and on behalf of the Senior Lenders, that any amounts received by or
distributed to any Subordinated Indebtedness Secured Party or any Senior Secured
Party pursuant to or as a result of any Lien granted and existing in
contravention of this Section
3.5 shall be subject to Section
2.4.  Notwithstanding the foregoing or any other provision in
this Agreement to the contrary, the provisions of this Section
3.5 are not intended to, nor shall they be deemed to, affect in any
manner the enforceability against the Issuer, any Subsidiary Guarantor or any
other Person of any such Lien granted and existing contrary to the terms of this
Section
3.5.

                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                              Section
3.7 Credit
Facility Exclusive Collateral.  Notwithstanding anything to the
contrary in this Agreement, the Subordinated Lien Collateral Agent, for itself
and on behalf of the Subordinated Lienholders, acknowledges and agrees that the
Subordinated Lien Collateral Agent and the Subordinated Lienholders shall have
no rights with respect to the Credit Facility Exclusive Collateral or against
any Credit Facility Exclusive Obligor, and in no event shall any of the
obligations of the Senior Lender Representative or Senior Secured Parties under
this Agreement with respect to the Collateral apply to the Credit Facility
Exclusive Collateral.

                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                ARTICLE
IV

                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                  ACTIONS
OF THE PARTIES

                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                    Section
4.1 Limitation
on Certain Actions.  Subject to Sections 4.2
and 4.6,
until the date of the Payment-In-Full of the Senior Indebtedness, the
Subordinated Lien Collateral Agent will not, without the prior written consent
of the Senior Lender Representative, take any Enforcement Action.

                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                      Section
4.2 Standstill
Period.


                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                          Exhibit
D-16

                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                        Section
4.3 Until the
date of the Payment-In-Full of the Senior Indebtedness, if an Enforcement Event
has occurred and is continuing, the Subordinated Lien Collateral Agent, on
behalf of the Subordinated Lienholders, will give the Senior Lender
Representative written notice thereof (an “Enforcement
Event Notice”).

                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                          (a) Until the
Payment-In-Full of the Senior Indebtedness and subject to the Lien Priority and
the application of all proceeds of the Collateral in accordance with Section
4.4, whether or not any Insolvency Proceeding has been commenced by or
against the Issuer or any Subsidiary Guarantor, (i) the Subordinated Lien
Collateral Agent, the Holders (by their acceptance of the benefits of the Notes
Documents) and the Tranche B Lenders (by their execution and delivery of this
Agreement and the Subordinated Lien Security Agreement and acceptance of the
benefits thereof) will not take an Enforcement Action; provided,
however, that
the Subordinated Lien Collateral Agent and the Holders may take an Enforcement
Action in connection with an Enforcement Event after the passage of a period of
180 days since the date of delivery to the Senior Lender Representative of an
Enforcement Event Notice (such period, the “Standstill
Period”); provided,
that with respect to any Enforcement Event Notice delivered solely in connection
with an Enforcement Event constituting a Notes Payment Default, so long as such
Notes Payment Default is then continuing; provided,
further,
that notwithstanding anything to the contrary herein, in no event shall the
Subordinated Lien Collateral Agent or Holders take any Enforcement Action if,
notwithstanding the expiration of the Standstill Period, the Senior Lender
Representative shall have commenced and be diligently pursuing the exercise its
rights or remedies (including any Enforcement Action) with respect to all or any
material portion of the Collateral (prompt notice of such exercise to be given
to the Subordinated Lien Collateral Agent); and (ii) subject to the rights of
the Subordinated Lien Collateral Agent and the Holders under clause (i) above,
the Senior Secured Parties shall have the exclusive right to enforce rights,
exercise remedies and make determinations regarding release, disposition, or
restrictions with respect to the Collateral without any consultation with or the
consent of the Subordinated Lien Collateral Agent or the Subordinated
Lienholders, and the Subordinated Lien Collateral Agent shall take any action
reasonably requested by the Senior Lender Representative in order to effectuate
any such enforcement, exercise, release or disposition.  The Senior
Lender Representative shall exercise its rights and remedies with respect to the
Collateral in accordance with the terms of the Credit Facility Loan Documents
and, after the Payment-In-Full of the Senior Indebtedness, the Subordinated Lien
Collateral Agent shall exercise its rights and remedies with respect to the
Collateral, in accordance with the Subordinated Indebtedness Collateral
Documents.  In exercising rights and remedies with respect to the
Collateral, each Senior Secured Party (by its acceptance of the benefits of the
Credit Facility Loan Documents) agrees that it may enforce the provisions of the
Credit Facility Loan Documents and exercise remedies thereunder, all in such
order and in such manner as it may determine in the exercise of its sole
discretion, subject to acting in a commercially reasonable manner in accordance
with the UCC and the terms of this Agreement and the Credit Facility Loan
Documents.  Such exercise and enforcement shall include, without
limitation, the rights of an agent appointed by them to sell or otherwise
dispose of Collateral upon foreclosure, to incur expenses in connection with
such sale or disposition, to credit bid their respective debt and to exercise
all the rights and remedies of a secured lender under the Uniform Commercial
Code of any applicable jurisdiction and of a secured creditor under debtor
relief laws.  In exercising rights and remedies with respect to the
Collateral when permitted hereunder, each Subordinated Indebtedness Secured
Party (by its acceptance of the benefits of the applicable Subordinated
Indebtedness Financing Documents)


                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                               


                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                              Exhibit
D-17

                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                               


                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                             

                                                                                                                                                                                                                                                                                                            (b) agrees
that it may enforce the provisions of the applicable Subordinated Indebtedness
Financing Documents and exercise remedies thereunder, all in such order and in
such manner as it may determine in the exercise of their sole discretion,
subject to acting in a commercially reasonable manner in accordance with the UCC
and the terms of this Agreement and the Subordinated Indebtedness Financing
Documents.  Such exercise and enforcement shall include, without
limitation, the rights of an agent appointed by them to sell or otherwise
dispose of Collateral upon foreclosure, to incur expenses in connection with
such sale or disposition, to credit bid their respective debt and to exercise
all the rights and remedies of a secured lender under the Uniform Commercial
Code of any applicable jurisdiction and of a secured creditor under debtor
relief laws.

                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                              (c) Except as
expressly provided for in this Agreement, nothing in this Agreement shall
prevent the Parties hereto from exercising any other remedy, or taking any other
action, under any of the Financing Documents; provided,
however,
that the Subordinated Lien Collateral Agent may not seek an injunction or
similar remedy to prevent the Senior Lender Representative from enforcing or
protecting the rights, claims, liens and interests of the Senior Lenders
following an Event of Default under the Credit Agreement to the extent the
foregoing is not prohibited by this Agreement.

                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                (d) Notwithstanding
anything herein to the contrary, each Subordinated Indebtedness Secured Party
may take any Permitted Enforcement Action.

                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                  Section
4.4 Foreclosure.  Any
Party taking an Enforcement Action as permitted hereunder may enforce its
applicable Financing Documents independently as to the Issuer and each
Subsidiary Guarantor and independently of any other remedy or security such
Party at any time may have or hold in connection with its applicable Secured
Liabilities, and it shall not be necessary for such Party to marshal assets in
favor of the other Party or any other Person or to proceed upon or against or
exhaust any other security or remedy before proceeding to enforce the Financing
Documents.  Each of the Subordinated Lien Collateral Agent (until the
Payment-In-Full of the Senior Indebtedness) and the Senior Lender Representative
(until the Payment-In-Full of the Subordinated Indebtedness) expressly waives
any right to require the other to marshal assets in its favor or to proceed
against any Collateral provided by the Issuer or any Subsidiary Guarantor, or
any other property, assets, or collateral provided by the Issuer, any Subsidiary
Guarantor, or any other Person, and agrees that the Party taking such permitted
Enforcement Action may proceed against the Issuer, any Subsidiary Guarantor, any
Collateral or other property, assets, or other collateral provided by any of
them or by any other Person, in such order as it shall determine in its sole and
absolute discretion.

                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                    Section
4.5 Distribution.  Each
of the Parties, the Trustee and the Tranche B Lenders agrees that, upon any
distribution as a result of an Enforcement Action, or the receipt of any other
payment or distribution with respect to the Collateral or any other assets of
the Issuer or any Subsidiary Guarantor, the proceeds thereof (including
insurance and condemnation proceeds) shall be distributed in the order of, and
in accordance with, the following priorities:

                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                      (a) FIRST:


                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                          Exhibit
D-18

                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                        (b) if the
Enforcement Action is taken or entitled to be taken by the Senior Lender
Representative, to the payment of all reasonable and documented out-of-pocket
costs and expenses, commissions and taxes of the Senior Lender Representative
incurred in connection with taking any such Enforcement Action or other
realization, including all reasonable and documented expenses (including
attorneys’ fees and expenses), liabilities and advances made or incurred by the
Senior Lender Representative in connection therewith; and

                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                          (i) if the
Enforcement Action is taken and entitled to be taken hereunder by the
Subordinated Lien Collateral Agent, to the payment of all reasonable and
documented out-of-pocket costs and expenses, commissions and taxes of the
Subordinated Lien Collateral Agent incurred in connection with taking any such
Enforcement Action or other realization, including all reasonable and documented
expenses (including attorneys’ fees and expenses), liabilities and advances made
or incurred by the Subordinated Lien Collateral Agent in connection
therewith;

                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                            (c) SECOND,
to the extent not previously paid, to the Senior Lender Representative, until
the Payment-In-Full of the Senior Indebtedness; and

                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                              (d) THIRD, to
the extent not previously paid, to the Subordinated Lien Collateral Agent for
distribution pursuant to the Subordinated Indebtedness Collateral Documents,
until the Payment-In-Full of all Subordinated Indebtedness.

                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                Section
4.6 [Intentionally
Omitted].

                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                  Section
4.7 Rights
as Unsecured Creditors; Right to Required Payments.  Except as
expressly set forth in this Agreement, nothing shall limit or restrict the
rights and remedies of the Subordinated Lien Collateral Agent or the
Subordinated Lienholders as unsecured creditors of the Issuer or the Subsidiary
Guarantors.

                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                    Section
4.8 Senior
Lenders’ and Holders’ Consent to Certain Transactions; Effect
of Refinancing of Senior Indebtedness.

                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                      (a) The
Senior Secured Parties may amend, supplement and otherwise modify the Credit
Facility Loan Documents or waive any term thereof, in each case, without the
consent of the Subordinated Indebtedness Secured Parties; provided
that such amendment, supplement, modification or waiver does not (i) increase
the aggregate principal amount of the loans then outstanding under the Credit
Agreement (other than any amendment which has effect of capitalizing interest or
fees accruing under the Credit Agreement by adding such amounts to the principal
amount thereunder), (ii) increase the “Tranche A Fixed Rate” or the “Tranche B
Fixed Rate” (in each case, as defined in the Credit Agreement) or any other
applicable rate of interest, (iii) amend or modify the requirement that interest
on the Tranche B Term Loans be PIK Interest (as defined in the Credit
Agreement), (iv) amend or modify Section
2.10(c) of the Credit Agreement in a manner increases the default
interest rate with respect to the Tranche B Term Loans, or causes it to accrue
at any time when default interest is not permitted to accrue under the Notes
Documents, (v) amend or modify the definition of “Tranche B/C Event of Default”
(as defined in the Credit Agreement), (vi) amend or modify the Credit Facility
Loan Documents in a manner that confers additional material rights or remedies
in favor of the Tranche B Lenders;


                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                          Exhibit
D-19

                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                        (b) provided,
however,
that the following amendments and modifications shall not violate this clause
(vi): (A) amendments and modifications to representations and warranties or
covenants (including related definitions), that (x) are not more restrictive or
burdensome to the Issuer or any Subsidiary Guarantor, or (y) if more restrictive
or burdensome to the Issuer or any Subsidiary Guarantor, do not relate to a
provision that, if breached, would constitute a “Tranche B/C Event of Default”,
(B) amendments and modifications to Events of Default that do not change the
definition of “Tranche B/C Event of Default”, (C) amendments and modifications
that are incorporated pursuant to the requirements of Section
6.15 of the Credit Agreement or otherwise to conform to amendments and
modifications made to any Notes Document, (D) amendments and modifications
providing benefits to the Tranche B Lenders that are shared on a pari
passu basis with the Holders, and (E) amendments and modifications to
cure any ambiguity, defect or inconsistency of a technical nature (in each case,
whether or not favorable to the Tranche B Lenders) in the Credit Facility Loan
Documents, (vii) amend or modify Section 2.09(a) to increase the obligations of
the Issuer or any Subsidiary Guarantor thereunder, or amend or modify the
definition of “Borrower Fee Cap” (as defined in the Credit Agreement) or (viii)
contravene the provisions of this Agreement; provided,
however,
that the limitations set forth in this Section
4.7 shall not apply to any amendments or modifications relating solely to
obligations of Credit Facility Exclusive Obligors or Credit Facility Exclusive
Collateral.

                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                          (c) The
Subordinated Lien Collateral Agent, the Trustee and the Holders may amend,
supplement and otherwise modify the Notes Documents or waive any term thereof,
in each case, without the consent of the Senior Secured Parties; provided
that such amendment, supplement, modification or waiver does not (i) increase
the principal amount then outstanding under the Notes Documents (other than any
amendment which has effect of capitalizing interest or fees accruing thereunder
by adding such amounts to the principal amount thereunder), (ii) increase the
cash interest rate or any other applicable rate of interest that is paid in
cash, (iii) amend or modify any covenant or event of default in any Notes
Document in such a manner as to make such covenant or event of default
materially more restrictive to, or materially increase the obligations of, the
Issuer and the Subsidiary Guarantors or (iv) contravene the provisions of this
Agreement.  For clarity, no consent by the Senior Secured Parties to
any such amendment, supplement, modification or waiver of any Notes Document
will be required if such amendment, supplement, modification or waiver seeks to
do only one or more of the following:

                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                            (i) amend the
maturity date of the Notes to a date later than the date set forth in the
Indenture and Notes as in effect on the date hereof, or decrease the amount of
any scheduled principal amortization payment on or any interest rate applicable
to the amounts owed on the Notes, or delete any mandatory prepayment provision
with respect to the Notes;

                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                              (ii) delete or
waive any Default (as defined in the Indenture) or Event of Default under the
Indenture;

                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                (iii) amend or
modify any covenant in any Notes Document in such a manner as to make such
covenant less restrictive to the Issuer and the Subsidiary Guarantors;
or


                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                     


                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                    Exhibit
D-20

                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                     


                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                                  (iv) cure any
ambiguity, defect or inconsistency of a technical nature (in each case, whether
or not favorable to the Notes Issuers) in the Notes Documents.

                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                    (d) If, (x)
the Issuer Refinances the Senior Indebtedness substantially contemporaneously
with the Payment-In-Full of such Senior Indebtedness (which Refinancing may also
include a refinancing of the Tranche B Indebtedness substantially
contemporaneously with the Payment-In-Full of such Tranche B Indebtedness), (y)
such Refinancing is permitted by the terms of the Indenture and (z) the Issuer
gives to the Subordinated Lien Collateral Agent written notice (the “Refinancing
Notice”) electing to apply the provisions of this Section
4.7(c) to such Refinancing, then (i) the Payment-in-Full of the Senior
Indebtedness shall automatically be deemed not to have occurred for all purposes
of this Agreement, (ii) the indebtedness incurred in connection with such
Refinancing and all other obligations under or in connection with the loan,
security, guarantee and credit documents evidencing such indebtedness (the “Replacement
Credit Facility Obligations”) shall automatically be treated as Senior
Indebtedness for all purposes of this Agreement, including for purposes of the
Lien Priority and rights in respect of Collateral set forth herein; provided,
however,
that aggregate principal amount of such Replacement Credit Facility Obligations
shall not exceed the Senior Indebtedness Cap Amount, as in effect immediately
prior to such Refinancing, (iii) the credit agreement and other documents
evidencing or relating to such Replacement Credit Facility Obligations,
including security documents pursuant to which the Issuer or any Subsidiary
Guarantor has granted a Lien to secure any Replacement Credit Facility
Obligation (collectively, the “Replacement
Credit Facility Documents”), shall automatically be treated as the Credit
Agreement and the Credit Facility Loan Documents for all purposes of this
Agreement, (iv) the collateral agent under the Replacement Credit Facility
Documents (the “Replacement
Collateral Agent”) shall be deemed to be the Senior Lender Representative
for all purposes of this Agreement, and (v) the lenders under the Replacement
Credit Facility Documents shall be deemed to be the Senior Lenders for all
purposes of this Agreement.  Upon receipt of a Refinancing Notice,
which notice shall include the identity of the Replacement Collateral Agent, the
Subordinated Lien Collateral Agent and the Trustee shall promptly (x) enter into
such documents and agreements (including amendments or supplements to this
Agreement) as such Replacement Collateral Agent may reasonably request in order
to provide to the Replacement Collateral Agent the rights, remedies and powers
and authorities contemplated hereby, in each case consistent in all respects
with the terms of this Agreement and (y) deliver to the Replacement Collateral
Agent any Collateral of the type described in Section
5.2 hereof held by the Subordinated Lien Collateral Agent together with
any necessary endorsements (or otherwise allow the Replacement Collateral Agent
to obtain control of such Collateral). 

                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                      Section
4.9 Option
to Purchase.  Upon the acceleration of all of the Senior
Indebtedness in accordance with the relevant Credit Facility Loan Documents (and
without prejudice to the enforcement of the rights and remedies of the Senior
Lender Representative or the other Senior Secured Parties with respect to the
Collateral), the Holders shall have the option to purchase without recourse or
warranty all, but not less than all, of the Senior Indebtedness outstanding at
the time of such purchase and all other rights, obligations and claims of the
Senior Secured Parties (each of the Senior Secured Parties so agreeing by its
acceptance of the benefits of the Credit Facility Loan Documents other than the
rights and benefits of the Senior Secured Parties under the Yield Maintenance
Agreement), and, upon any such purchase, such Holders


                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                          Exhibit
D-21

                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                        Section
4.10 shall
assume and such Senior Lenders shall be relieved of all obligations under the
Credit Facility Loan Documents (including, without limitation, any obligation to
make loans), for a purchase price equal to the aggregate outstanding amount of
all of the outstanding Senior Indebtedness, together with accrued and unpaid
interest thereon and fees to the date of payment of such amount and all other
amounts then payable to such Senior Lenders under the Credit Facility Loan
Documents (including any prepayment fee, if any, that would become owing by the
Issuer to the extent set forth in Section 2.09(a) of the Credit Agreement on the
purchase date if the Credit Agreement were paid in full by the Issuer on such
date, provided,
that in no event shall the amount of any such prepayment fee included as part of
the purchase price under this Section
4.8 exceed the “Borrower Fee Cap” (as defined in the Credit Agreement as
of the Credit Agreement Closing Date)); provided,
that upon any such purchase, the Lien held by the Senior Lender Representative
in and to the Credit Facility Exclusive Collateral and all obligations of the
Credit Facility Exclusive Obligors under the Credit Facility Loan Documents that
constitute Senior Indebtedness shall terminate and be released automatically,
unconditionally, simultaneously and without further action, and to the extent
reasonably requested in writing by the Issuer or any Credit Facility Exclusive
Obligor, the Subordinated Lien Collateral Agent and the Holders will use
commercially reasonable efforts to cooperate in providing any necessary or
appropriate releases in furtherance of the foregoing.  Each of the
Senior Lenders agrees (i) that the Senior Lender Representative shall provide
the Subordinated Lien Collateral Agent a copy of any acceleration notice at the
time that such notice is provided to the Issuer and (ii) following receipt of
such acceleration notice, the Holders shall have the option, exercisable within
ten (10) Business Days of receipt of such notice, to provide five (5) Business
Days prior written irrevocable notice of the exercise of their purchase option
in connection therewith.

                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                          ARTICLE
V

                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                            ENFORCEMENT
OF PRIORITIES

                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                              Section
5.1 In
Furtherance of Lien Priorities.  Each of the Parties, the
Trustee and the Tranche B Lenders agrees as follows:

                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                (a) All
payments or distributions of or with respect to the Collateral that are received
by any Party, the Trustee or the Tranche B Lenders contrary to the provisions of
this Agreement shall be segregated from other funds and property held by such
Party or the Tranche B Lenders, as applicable, and shall be held in trust for
the Party entitled thereto (the “Entitled
Party”)
in accordance with the provisions of Section 4.4
and such Party shall forthwith pay over such remaining proceeds to the Entitled
Party in the same form as so received (with any necessary endorsement) to be
applied (in the case of cash) or held as Collateral (in the case of non-cash
property or securities) in accordance with the provisions hereof and the
provisions of the applicable Financing Documents.

                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                  (b) After the
date of the Payment-In-Full of the Senior Indebtedness or the date of
consummation of any sale of the Senior Indebtedness under Section
4.8, the Senior Lender Representative will promptly execute and deliver
all further instruments and documents, and take all further acts that may be
necessary, or that the Subordinated Lien Collateral Agent may reasonably
request, to permit the Subordinated Lien Collateral Agent to evidence
the


                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                       


                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                      Exhibit
D-22

                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                       


                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                                                                                                                                    (c) termination
of the Lien Priority hereunder, or in furtherance thereof; provided that
(x) the
Senior Lender Representative shall not be required to pay over any payment or
distribution, execute any instruments or documents, or take any other action
referred to in this Section 5.1(b)
to the extent that such action would contravene any applicable law, order or
other applicable legal requirement, and in the event of a controversy or
dispute, the Senior Lender Representative may interplead any payment or
distribution in any court of competent jurisdiction; and (y) the
Senior Lender Representative shall not incur any liability to the Subordinated
Lien Collateral Agent for failure to provide any such further instruments and
documents or take any further acts described in subclause (x) of this
proviso.

                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                      (d) Each of
the Senior Lender Representative and the Subordinated Lien Collateral Agent is
hereby authorized to demand specific performance of this Agreement, whether or
not the Issuer or any Subsidiary Guarantor shall have complied with any of the
provisions hereof applicable to it, at any time when either such Party shall
have failed to comply with the provisions of this Agreement applicable to
it.  Each Party hereby irrevocably waives any defense based on the
adequacy of a remedy at law, which might be asserted as a bar to such remedy of
specific performance.

                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                        Section
5.2 Perfection
of Possessory Security Interests.  For the limited purpose of
perfecting the security interests of the Parties in those types or items of
Collateral in which a security interest only may be perfected by possession or
control, each Party hereby appoints the other as its representative for the
limited purpose of possessing on its behalf any such Collateral that may come
into the possession or control of such other Party from time to time, and each
Party agrees to act as the other’s representative for such limited purpose of
perfecting the other’s security interest by possession or control through a
representative as a gratuitous bailee for the other Party, provided
that neither the Party shall incur any liability to the other by virtue of
acting as the other’s representative or bailee hereunder.  Each of the
Parties, the Trustee and the Tranche B Lenders acknowledges and agrees that so
long as the Credit Facility Documents are in effect, the Issuer and the
Subsidiary Guarantors shall deliver all items of Collateral in which a security
interest may be perfected by possession to the Senior Lender
Representative.  Upon the Payment-In-Full of the Senior Indebtedness
or the date of consummation of any sale of the Senior Indebtedness under Section
4.8,
the Senior Lender Representative shall transfer, at the Issuer’s cost, all items
of Collateral in its possession to the Subordinated Lien Collateral
Agent.

                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                          Section
5.3 Dispositions
of Collateral and Effect thereof on Subordinated Lien Collateral Agent’s
Liens.

                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                            (a) The
Subordinated Lien Collateral Agent, for itself and on behalf of the Subordinated
Lienholders, agrees that, until the Payment-In-Full of the Senior Indebtedness,
in the event of a Disposition of any Collateral to a Person that is not an
affiliate of the Issuer or a Subsidiary Guarantor (regardless of whether or not
an Event of Default has occurred and is continuing under the Notes Documents at
the time of such Disposition), the Lien held by the Subordinated Lien Collateral
Agent, for the benefit of itself and the Subordinated Lienholders, in and to
such Collateral (and, if such Collateral is all of the equity interests of the
Issuer or a Subsidiary Guarantor, all obligations of the Issuer or such
Subsidiary Guarantor under the Notes Documents) shall terminate and be released
automatically, unconditionally, simultaneously and


                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                 


                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                Exhibit
D-23

                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                 


                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                              (b) without
further action if the applicable Liens held by the Senior Lender Representative,
for the benefit of itself and the other Senior Secured Parties, in and to such
Collateral (and, if such Collateral is all of the equity interests of the Issuer
or a Subsidiary Guarantor, all obligations of the Issuer or such Subsidiary
Guarantor under the Credit Facility Loan Documents) are released and if such
Disposition either (x) is then not prohibited by the Notes Documents or (y)
occurs in connection with the foreclosure by the Senior Lender Representative
upon or other exercise of rights and remedies with respect to such Collateral;
provided,
that, in the case of a Disposition pursuant to subclause (y) above, the proceeds
of any such Disposition received by any Senior Secured Party shall be applied to
repay Senior Indebtedness and the Subordinated Indebtedness in accordance with
the terms hereof; provided,
further,
that, in the case of a Disposition pursuant to subclause (x) or (y) above, the
Lien held by the Subordinated Lien Collateral Agent, for the benefit of itself
and the Subordinated Lienholders, shall remain in full force and effect with
respect to any proceeds of such Disposition that remain after the
Payment-In-Full of the Senior Indebtedness.

                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                (c) To the
extent reasonably requested in writing by the Senior Lender Representative, the
Subordinated Lien Collateral Agent will cooperate in providing any necessary or
appropriate releases to permit a Disposition of Collateral, as provided in Section 5.3(a),
by the Senior Lender Representative therein free and clear of the Subordinated
Lien Collateral Agent’s junior Lien.  Until the Payment-In-Full of the
Senior Indebtedness, the Subordinated Lien Collateral Agent, for itself and on
behalf of the Subordinated Lienholders, hereby appoints the Senior Lender
Representative, and any officer or agent of the Senior Lender Representative as
the Senior Lender Representative may designate from time to time, with full
power of substitution, as the attorney-in-fact of the Subordinated Lien
Collateral Agent and each Subordinated Lienholder for the purpose of entering
into any such release and other instruments and carrying out the provisions of
this Section
5.3(b) and taking any action and executing any instrument that the Senior
Lender Representative may reasonably deem necessary to accomplish the purposes
of this Section
5.3(b), which appointment is irrevocable and coupled with an
interest.

                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                  Section
5.4 Unenforceable
Liens.  Notwithstanding anything to the contrary contained
herein, if in any Insolvency Proceeding of the Issuer, any of the Subsidiary
Guarantors or their respective successors or assigns, a determination is made
that any Lien of the Senior Lender Representative encumbering the Collateral is
not enforceable for any reason, then the Subordinated Lien Collateral Agent, for
itself and on behalf of the Subordinated Lienholders, agrees that, any
distribution or recovery that they may receive with respect to, or allocable to,
the value of the assets intended to constitute such Collateral or any proceeds
thereof, shall be segregated and held in trust and forthwith paid over to the
Senior Lender Representative for the benefit of the Senior Secured Parties in
the same form as received without recourse, representation or warranty (other
than a representation of the Subordinated Lien Collateral Agent that it has not
otherwise sold, assigned, transferred or pledged any right, title or interest in
and to such distribution or recovery) but with any necessary endorsements or as
a court of competent jurisdiction may otherwise direct.

                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                    Section
5.5 Insurance
and Condemnation Awards.  Until the Payment-In-Full of the
Senior Indebtedness, the Senior Lender Representative and the other Senior
Secured Parties shall have the exclusive right, subject to the rights (if any)
of the Issuer and the


                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                         


                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                        Exhibit
D-24

                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                         


                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                                                                                                                                      Section
5.6 Subsidiary
Guarantors under the Credit Facility Loan Documents, to settle and adjust any
insurance policy or claim covering or constituting Collateral and to approve any
award granted in any condemnation or similar proceeding, or any deed in lieu of
condemnation, in respect of any Collateral.  All proceeds of any such
policy and any such award, or any payments with respect to a deed in lieu of
condemnation, shall constitute Collateral, subject to the rights (if any) of the
Issuer and Subsidiary Guarantors under the Credit Facility Loan Documents, and
shall be paid in accordance with Section
4.4.  Until the Payment-In-Full of the Senior Indebtedness, if
the Subordinated Lien Collateral Agent, the Trustee or any Subordinated
Lienholder shall, at any time, receive any proceeds of any such insurance policy
or any such award or payment in violation of this Section
5.5, it shall immediately transfer and pay over such proceeds to the
Senior Lender Representative in accordance with Section
2.4.

                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                        ARTICLE
VI

                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                          MISCELLANEOUS

                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                            Section
6.1 Rights
of Subrogation.  The Trustee and the Subordinated Lien
Collateral Agent agree that no payment or distribution to any Senior Secured
Party pursuant to the provisions of this Agreement shall entitle the Trustee or
the Subordinated Lien Collateral Agent to exercise any rights of subrogation in
respect thereof until the date of Payment-In-Full of the Senior
Indebtedness.  Each of the Parties, the Trustee and the Tranche B
Lenders acknowledges and agrees that the value of any payments or distributions
in cash, property or other assets received by the Subordinated Lien Collateral
Agent, the Trustee or the Subordinated Lienholders that are paid over to the
Senior Secured Parties pursuant to this Agreement shall not reduce any of the
Subordinated Indebtedness.

                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                              Section
6.2 Further
Assurances; Reimbursement of Collateral
Agent.  (a)  The Parties and the Tranche B Lenders
will, at their own expense and at any time and from time to time, promptly
execute and deliver all further instruments and documents, and take all further
reasonable action (including the recordation of a subordination agreement in the
appropriate recorder’s office), that may be necessary or desirable, or that
either Party may reasonably request, in order to protect any right or interest
granted or purported to be granted hereby or to enable such Party to exercise
and enforce its rights and remedies hereunder; provided
that
neither the Parties nor the Tranche B Lenders shall be required to pay over any
payment or distribution, execute any instruments or documents, or take any other
action referred to in this Section 6.2(a)
to the extent that such action would contravene any law, order or other legal
requirement binding upon such Party or Tranche B Lender, and in the event of a
controversy or dispute, any Party or Tranche B Lender may interplead any payment
or distribution in any court of competent jurisdiction, without further
responsibility in respect of such payment or distribution under this Section 6.2(a).

                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                (b)  The
Collateral Agent shall be entitled to reimbursement for all costs and expenses
incurred by it hereunder as set forth in Section 7.7 of the
Indenture.


                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                     


                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                    Exhibit
D-25

                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                     


                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                   

                                                                                                                                                                                                                                                                                                                                                                                                  Defenses
Similar to Suretyship Defenses. All rights, interests, agreements and
obligations of each of the Parties under this Agreement shall remain in full
force and effect irrespective of:

                                                                                                                                                                                                                                                                                                                                                                                                  (a) any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Secured Liabilities, or any other amendment or waiver of or any
consent to departure from the Financing Documents;

                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                    (b) any
exchange, release, non-enforcement or non-perfection of any Party’s Liens with
respect to any Collateral, or any release, amendment or waiver of or consent to
departure from any guaranty, for all or any of the Secured Liabilities;
or

                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                      (c) any
failure by any Party to marshal assets in favor of the other Party or any other
Person or to proceed upon or against or exhaust any security or remedy before
proceeding to enforce the Financing Documents.

                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                        Section
6.3 Amendments,
Etc.  No amendment or waiver of any provision of this Agreement
and no consent to any departure by any Party, the Trustee or Tranche B Lender
shall be effective unless (a) the same is in writing and signed by (x) each
Party and the Trustee and (y) if and to the extent provided for in the
Subordinated Indebtedness Collateral Documents, each Tranche B Lender, and (b)
in the case of any such amendment, waiver or consent with respect to Section
4.7(c), the consent of the Issuer (which consent shall not be
unreasonably withheld, conditioned or delayed).  Any amendment, waiver
or consent permitted by this Section 6.4 shall be effective only in the specific
instance and for the specific purpose for which given.

                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                          Section
6.4 Addresses
for Notices.  All demands, notices and other communications
provided for hereunder shall be in writing, and if to the Subordinated Lien
Collateral Agent or the Trustee, mailed, sent by facsimile or electronic mail,
or delivered to it at the following address:

                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                            Wilmington
Trust FSB

                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                              50 South
Sixth Street, Suite 1290

                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                Minneapolis,
MN  55402-1544

                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                  Facsimile:

                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                    E.mail:

                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                      Attention:
Corporate Client Services

                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                        and if to
the Senior Lender Representative, mailed or sent by electronic mail, or
delivered to it at the following address:

                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                          Tranche
Manager, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                            c/o ACON
Investments, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                              1133
Connecticut Avenue, NW

                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                Washington,
DC  20036

                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                  Facsimile:

                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                    E.mail:
bjohnson@aconinvestments.com

                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                      Attention:
Barry Johnson


                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                          Exhibit
D-26

                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                                                                                                                 With
copy to


                                                                                                                                                                                                                                                                                                                                                                                                                                          Tranche
Manager, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                            c/o ACON
Investments, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                              1133
Connecticut Avenue, NW, Washington, DC 20036,

                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                Facsimile:

                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                  E.mail::
dprawda@aconinvestments.com

                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                    Attention:
Daniel Prawda

                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                      and if to
the Tranche B Lenders, mailed or sent by electronic mail, or delivered to it at
the following address:

                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                        MPG
Revolver Holdings, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                          [ADDRESS]

                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                            Facsimile:

                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                              E.mail:

                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                Attention:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                  or as to
any Party, such other address designated by such Party in a written notice to
the other Party and the Tranche B Lenders, and as to the Trustee, such other
address designated by the Trustee in a written notice to the Parties and the
Tranche B Lenders, and as to any Tranche B Lender, such other address designated
by such Tranche B Lender in a written notice to the Parties, the Trustee and the
other Tranche B Lenders, in each case, complying as to delivery with the terms
of this Section 6.5.  All
such demands, notices and other communications shall be
effective:  (a) if mailed, two Business Days after deposit in the
mails, postage prepaid; (b) if sent by facsimile, when receipt is
acknowledged by the receiving facsimile equipment (or at the opening of the next
Business Day if receipt is after normal business hours); or (c) if by other
means, when delivered.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                    Section
6.5 No
Waiver of Remedies.  No failure on the part of any Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not exclusive
of any remedies provided by law.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Section
6.6 Termination
of Agreement.  This Agreement shall (a) be binding upon
the Parties, the Trustee the Tranche B Lenders and their successors and assigns;
(b) inure to the benefit of and be enforceable by the Parties, the Trustee
and the Tranche B Lenders and their respective successors, transferees and
assigns; and (c) terminate (i) upon the Payment-In-Full of the Senior
Indebtedness or (ii) in the event that any of the Issuer, the Subsidiary
Guarantors or their respective affiliates becomes the Senior Lender
Representative hereunder or a Senior Lender under the Credit Facility Loan
Documents; provided
that
the obligations of the Parties, the Trustee and the Tranche B Lenders under
Sections 5.1,
5.2, 6.2(a)
and 6.16
shall survive this Agreement; provided,
further,
that any actions requested of the Senior Lender Representative following the
termination of the Senior Indebtedness shall be at the sole cost and expense of
the Issuer.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                        Section
6.7 Governing
Law; Entire Agreement.  This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York applicable
to


                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                             


                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                            Exhibit
D-27

                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                             


                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Section
6.8 contracts
made and to be performed in New York, including Sections 5-1401
and 5-1402 of the New York General Obligations Law.  Subject to
Section 6.17, this Agreement constitutes the entire agreement and understanding
among the Parties, the Trustee and the Tranche B Lenders with respect to the
subject matter hereof and supersedes any prior agreements, written or oral, with
respect thereto.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                            Section
6.9 Consent
to Jurisdiction. Each of the Parties, the Trustee and Tranche B Lenders
hereby consents to the jurisdiction of any state or federal court located within
the Borough of Manhattan, State of New York and agrees that, all actions or
proceedings arising out of or relating to this Agreement shall be litigated in
such courts.  Each of the Parties, the Trustee and the Tranche B
Lenders expressly submits and consents to the jurisdiction of the aforesaid
courts and waives any defense of forum non conveniens.  Each of the
Parties, the Trustee and the Tranche B Lenders hereby agrees that any and all
service of process shall be made in accordance with applicable law.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Section
6.10 Waiver
of Jury Trial.  The Parties, the Trustee and the Tranche B
Lenders hereby waive their respective rights to a jury trial of any claim or
cause of action based upon or arising out of this Agreement.  Each of
the Parties, the Trustee and the Tranche B Lenders acknowledges that this waiver
is a material inducement to enter into a business relationship, that each has
relied on the waiver in entering into this Agreement and that each will continue
to rely on the waiver in their related future dealings.  Each of the
Parties, the Trustee and the Tranche B Lenders warrants and represents that each
has had the opportunity of reviewing this jury waiver with legal counsel, and
that each knowingly and voluntarily waives its jury trial rights.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                Section
6.11 Counterparts.  This
Agreement may be executed in any number of counterparts, and it is not necessary
that the signatures of the Parties, the Trustee and the Tranche B Lenders be
contained on any one counterpart hereof, each counterpart will be deemed to be
an original, and all together shall constitute one and the same
document.  Delivery of an executed counterpart of a signature page to
this Agreement by telecopy or other electronic means shall be effective as
delivery of a manually executed counterpart of this Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Section
6.12 No
Third Party Beneficiary.  This Agreement is solely for the
benefit of the Parties (and their successors and assigns) and the holders from
time to time of the Secured Liabilities (including the Senior Lenders and the
Subordinated Lienholders).  No other Person (including the Issuer, any
Subsidiary Guarantor, any Credit Facility Exclusive Obligor or any subsidiary or
affiliate of the Issuer) shall be deemed to be a third party beneficiary of this
Agreement or shall have any rights to enforce any provisions
hereof.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    Section
6.13 Headings.  The
headings of the articles and sections of this Agreement are inserted for
purposes of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Section
6.14 Severability.  If
any of the provisions in this Agreement shall, for any reason, be held invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement and
shall not invalidate the Lien Priority or any other priority set forth in this
Agreement.


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Exhibit
D-28

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        Section
6.15 Subordinated
Lien Collateral Agent and Trustee Status.  Notwithstanding any
term herein to the contrary, it is hereby expressly agreed and acknowledged that
the subordination and related agreements set forth herein by the Trustee and the
Subordinated Lien Collateral Agent are made solely in their respective
capacities as trustee with respect to the Notes or secured party on behalf of
the Subordinated Lienholders under the Subordinated Indebtedness Collateral
Documents(and not in their respective individual commercial capacities, except
to the extent that the Trustee or the Subordinate Lien Collateral Agent is or
becomes a Holder).  The Trustee and Subordinated Lien Collateral Agent
shall not have any duties, obligations, or responsibilities to the Senior Lender
Representative under this Agreement except as expressly set forth
herein.  Nothing in this Agreement shall be construed to operate as a
waiver by the Trustee or the Subordinated Lien Collateral Agent, with respect to
the Notes Issuers or any Subsidiary Guarantor or any Subordinated Lienholder, of
the benefit of any exculpatory provisions, presumptions, indemnities,
protections, benefits, immunities or reliance rights contained in the Indenture,
and, by their acknowledgment hereof, the Notes Issuers and the Subsidiary
Guarantors expressly agree that as between them and the Trustee or the
Subordinated Lien Collateral Agent, the Trustee and the Subordinated Lien
Collateral Agent shall have such benefit with respect to all actions or
omissions by the Subordinated Lien Collateral Agent or the Trustee pursuant to
this Agreement.  For all purposes of this Agreement, the Trustee and
the Subordinated Lien Collateral Agent may (a) rely in good faith, as to
matters of fact, on any representation of fact believed by the Trustee or
Subordinated Lien Collateral Agent to be true (without any duty of
investigation) and that is contained in a written certificate of any authorized
representative of the Notes Issuers or any Subsidiary Guarantor or of the Senior
Lender Representative; (b) rely in good faith, as to matters of law, on any
advice received from its legal counsel or an opinion of its counsel, counsel to
the Notes Issuers or counsel to the Senior Lender Representative, and shall have
no liability for any action or omission taken in reliance thereon; and
(c) assume in good faith (without any duty of investigation), and rely
upon, the genuineness, due authority, validity, and accuracy of any certificate,
instrument, notice, or other document believed by it in good faith to be genuine
and presented by the proper person.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Section
6.16 Reinstatement.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            (a) The
provisions of this Agreement shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Secured Liabilities
is, other than as a result of any intentional fraud of the Senior Lender
Representative, the Subordinated Lien Collateral Agent, the Trustee or any
Tranche B Lender, as applicable, rescinded or must otherwise be returned by the
applicable Party, the Trustee or Tranche B Lender for any reason, including
without limitation, upon the insolvency, bankruptcy, or reorganization of the
Issuer, any Subsidiary Guarantor, or otherwise, all as though such payment has
not been made.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              (b) It is
further agreed that any diminution (whether pursuant to court decree or
otherwise, including without limitation for any of the reasons described in the
preceding sentence) of the Issuer’s or any Subsidiary Guarantor’s obligation to
make any distribution or payment of any of the Senior Indebtedness, except to
the extent such diminution occurs by reason of the repayment (which has not been
disgorged or returned) of such Senior Indebtedness in cash or cash equivalents,
shall have no force or effect for purposes of this


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Exhibit
D-29

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                (c) Agreement,
with any turnover of payments as otherwise calculated pursuant to this Agreement
to be made as if no such diminution had occurred.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Section
6.17 Credit
Agreement Controls Relationship between Senior Lenders and Tranche B
Lenders.  Notwithstanding anything to the contrary herein, and
solely with respect to the relative rights of the Tranche B Term Lenders and the
Senior Secured Parties, to the extent that any rights are provided to the
Tranche B Lenders under this Agreement, whether to enforce obligations or
exercise remedies, such rights and remedies shall in any event be subject to the
requirements of the Credit Agreement, and subject to the restrictions on any
amendment, supplement, modification or waiver with respect to the Credit
Facility Loan Documents set forth in clauses (a)(iii) through (a)(vi) of Section
4.7, any inconsistency between this Agreement and the Credit Agreement
shall be resolved in favor of the Credit Agreement for such
purpose.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      [Signature
pages follow]


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Exhibit
D-30

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        IN
WITNESS WHEREOF, each of the Senior Lender Representative, the
Subordinated Lien Collateral Agent, the Trustee and the Tranche B Lenders has
caused this Agreement to be duty executed and delivered as of the date first
above written.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Senior
      Lender Representative:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      TRANCHE
      MANAGER, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Name:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Title:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Subordinated
      Lien Collateral Agent:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      WILMINGTON
      TRUST FSB, as Subordinated Lien Collateral Agent

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    	  
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Name:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Title:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Trustee:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      WILMINGTON
      TRUST FSB, as Trustee

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    	 
      
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Name:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Title:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Tranche
      B Lender:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      MPG
      REVOLVER HOLDINGS, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    	 
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Name:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Title:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                Exhibit
D-31

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              ACKNOWLEDGMENT
AND CONSENT

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                Each of
the undersigned hereby acknowledges that (a) it has received a copy of the
foregoing Intercreditor and Subordination Agreement and consents thereto, and
agrees to recognize all rights granted hereby to the parties thereto, and will
not do any act or perform any obligation which is not in accordance with the
agreements set forth in such Intercreditor and Subordination Agreement, and
(b) it is not an intended beneficiary or third-party beneficiary under the
Intercreditor and Subordination Agreement.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  Dated as
of [__________ __], 2009.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Issuer:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              MORRIS
      PUBLISHING GROUP, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            	 
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Name:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Title:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Subsidiary
      Guarantors:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              MORRIS
      PUBLISHING FINANCE CO.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            	 
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Name:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Title:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              YANKTON
      PRINTING COMPANY

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              BROADCASTER
      PRESS, INC.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              THE
      SUN TIMES, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              HOMER
      NEWS, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              LOG
      CABIN DEMOCRAT, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              ATHENS
      NEWSPAPERS, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              SOUTHEASTERN
      NEWSPAPERS COMPANY, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              STAUFFER
      COMMUNICATIONS, INC.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              FLORIDA
      PUBLISHING COMPANY

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              THE
      OAK RIDGER, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              MPG
      ALLEGAN PROPERTY, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              MPG
      HOLLAND PROPERTY, LLC

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            	 
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Name:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Title:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              SOUTHWESTERN
      NEWSPAPERS COMPANY, L.P.,

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              By:
      Morris Publishing Group, LLC, its general partner

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      
	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     By:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            	 
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Name:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      	
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              Title:
      

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
	 
      


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           


                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          Exhibit
D-32