exhibi_amendtaxconsolagree.htm


    
      

      

    

    
 

    AMENDMENT
NO. 1 TO

    TAX
CONSOLIDATION AGREEMENT

    OF
MORRIS PUBLISHING GROUP, LLC

     

     

     

    This
AMENDMENT
NO. 1 TO TAX CONSOLIDATION AGREEMENT (this “Amendment”) dated with an
effective date of January 28, 2009 is by and between MORRIS
PUBLISHING GROUP, LLC, a Georgia limited liability company (the
"Company"),
MORRIS COMMUNICATIONS COMPANY, LLC, a Georgia limited liability company
("Morris"), SHIVERS
TRADING & OPERATING COMPANY, a Georgia corporation ("Shivers"), QUESTO,
INC., a Georgia corporation (“Questo”) and MPG
NEWSPAPER HOLDING, LLC, a Georgia limited liability company (“MPG
Holding”). This Amendment hereby amends that certain Tax Consolidation Agreement
dated as of August 7, 2003 between the Company, Morris and Shivers (the
“Original Agreement”). Except as otherwise defined in this Amendment, terms
defined in the Original Agreement (as amended hereby) are used herein as defined
therein. The terms defined in this Amendment are hereby added as defined terms
to the Original Agreement.

     

    The
parties have consummated a Plan of Reorganization resulting in a change in the
Group, with Questo as the common parent of the Group, effective as of the date
of this Agreement (the “Reorganization Date”).

     

    Commencing
on the Reorganization Date, Questo is a member of an affiliated group of
corporations as defined in Section l504 of the Internal Revenue Code of l986 (as
amended, the "Code"), of which Questo is the common parent, and will file
consolidated federal income tax returns pursuant to Treas. Reg.
§1.1502-75(a)(2). The term “Group”, as applied after the Reorganization Date,
shall refer to the affiliated group of which Questo is the common
parent.

     

    Effective
as of the Reorganization Date, (i) the Company is a single member limited
liability company wholly owned by MPG Holding, treated as a disregarded entity
for federal income tax purposes; (ii) MPG Holding is a single member limited
liability company wholly owned by Shivers, treated as a disregarded entity for
federal income tax purposes; (iii) Shivers is a wholly owned subsidiary of
Questo.

     

    Questo,
Shivers, MPG Holding and the Company desire to allocate among themselves the
benefits and burdens which arise from filing of consolidated federal tax returns
and which may arise from filing of consolidated or combined state and local tax
returns, as if each entity was treated as a corporation taxed under Subchapter C
of the Code.

     

    The
parties have determined that this Amendment does not disadvantage the
bondholders in any material way with respect to the original
indenture.


    
      
         


      

      
        TCA-1-

        
          

        

      

      
         


      

    


    The term
“Credit Agreement” shall mean that certain Credit Agreement dated December 14,
2005 (as amended by Amendment No. 1 thereto, Amendment No. 2 and Waiver thereto,
and Amendment No. 3 thereto, and Amendment No. 4 and Waiver No. 2 thereto),
between the Company and Morris, certain lenders and JPMorgan Chase Bank, as
agent for the lenders, as such agreement may be further amended, restated or
replaced from time to time. The term “Lenders” shall refer to the lenders under
the Credit Agreement, and the term “Agent” shall refer to the agent under the
Credit Agreement.

     

    The
parties hereto wish now to amend the Original Agreement in certain respects,
and, accordingly, the parties hereto hereby agree as follows:

     

    A.           Section
1 of the Original Agreement is hereby amended with respect to all periods on or
after the Reorganization Date by substituting “Questo” in the place of “Shivers”
each place it appears in Section 1, and by substituting “MPG Holding” in the
place of Morris each place it appears in Section 1.

     

    B.           The
parties agree (and agree to cause their respective subsidiaries) to file such
consents, elections and other documents and to take such other action as may be
necessary or appropriate to carry out the purposes of Section
1.01.

     

    C.           Section
3 is hereby deleted and replaced with the following:

     

    Section
3.    Third
Party Beneficiaries. Each of the parties, for itself and its successors,
covenants and agrees that the provisions of this Agreement are for the benefit,
inter
alia,
of the Trustee and bondholders under the indenture and the Agent and the Lenders
under the Credit Agreement and their respective successors and assigns; and each
of the Trustee, bondholders, Agent and Lenders is hereby made an obligee
hereunder and any one of them may enforce the provisions of this
Agreement.

     

    D.           Section
4.04 is hereby amended by adding “and also Questo, MPG Holding, the Agent and
the Lenders” at the end thereof.

     

    E.           Except
as herein provided, the Original Agreement shall remain unchanged and in full
force and effect.


    
      
         


      

      
        TCA-2-

        
          

        

      

      
         


      

    


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


    
      
        
          
            	
                    MORRIS
      PUBLISHING GROUP, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

      

    

     

    
      
        
          
            	
                    MORRIS COMMUNICATIONS COMPANY,
      LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

      

    

     

    
      
        
          
            	
                    MORRIS
      COMMUNICATIONS HOLDING COMPANY, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

      

    

     

    
      
        
          
            	
                    SHIVERS
      TRADING & OPERATING COMPANY

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

      

    

    

      
        
          
            
              	
                      SHIVERS
      TRADING & OPERATING COMPANY

                    
	 
      
	 
      
	
                      By:
      /s/ Craig S. Mitchell

                    
	 
      	
                      Name:
      Craig S. Mitchell

                    
	 
      	
                      Title:
      Senior Vice President of Finance

                    


            

             

          

        

      

    

    
      
        
          
            	
                    MPG
      NEWSPAPER HOLDING, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

      

    

     

    
      
        
        

      

      
        TCA-3-