exhibit_forbearanceagree.htm


    
      

      

    

     

    FORBEARANCE
AGREEMENT

     

     

    This
Forbearance Agreement (the “Agreement”),
dated as of February 26, 2009, by and among Morris Publishing Group, LLC (“MPG”)
and Morris Publishing Finance Co. (“MPF”)
(MPG and MPF, each an “Issuer”
and together, the “Issuers”),
each of the undersigned entities listed as guarantors (collectively, the “Guarantors”),
and each of the undersigned holders of the Notes (as defined below) and/or, to
the extent not signing as a holder, their investment advisors or managers
identified on Annex
A hereto (collectively, the “Holders”).
Each of MPG, MPF and each of the Guarantors are referred to individually as a
“Morris
Company”, and collectively as the “Morris
Companies.”

     

    W
I T N E S S E T H:

     

    WHEREAS,
the Issuers, the Guarantors and Wachovia Bank, N.A., as Trustee (including any
successor trustee(s), the “Indenture
Trustee”) have entered into that certain Indenture (as amended, modified
or supplemented prior to the date hereof, and together with all exhibits
thereto, the “Indenture”),
dated as of August 7, 2003, in respect of the Issuers’ $278,478,000 principal
amount of 7% Senior Subordinated Notes due 2013 (the “Notes”);

     

    WHEREAS,
the Holders collectively hold more than $226,000,000 in aggregate principal
amount of the Notes, representing more than 80% of the aggregate principal
amount of the Notes outstanding, and certain of those Holders have formed an
informal group (the “Ad
Hoc Group”), for the purposes of entering into discussions with the legal
and financial advisors to the Morris Companies concerning a potential
restructuring of the Morris Companies and have retained Stroock & Stroock
& Lavan LLP (“Stroock”)
as restructuring counsel and FTI Consulting, Inc. as financial advisor (“FTI”,
and together with Stroock, the “Advisors”)
in connection with such discussions;

     

    WHEREAS,
on February 2, 2009, the Issuers failed to make the interest payment due on the
Notes pursuant to the Indenture and the Notes (the “Missed
Payment”), and such failure constitutes a Default under the Indenture
(the “Existing
Default”);

     

    WHEREAS,
the Issuers acknowledge and agree that the Existing Default has occurred and is
continuing as of the date hereof, and has not yet been
cured or waived;

     

    WHEREAS,
the Issuers’ failure to make the Missed Payment on or before March 4, 2009,
together with interest on such defaulted interest pursuant to Sections 2.12 and
4.1 of the Indenture, shall (i) constitute an “Event of Default” under Section
6.1 of the Indenture (the “Payment
Default”) and (ii) permit the holders of at least twenty-five (25) percent of
the outstanding principal amount of the Notes to accelerate the maturity of the
Notes (the “Acceleration”), declare all amounts under the Notes and the
Indenture immediately due and payable, and exercise all other rights and
remedies available under the Indenture;

     

    WHEREAS,
the Issuers and the Guarantors have requested that the Holders temporarily
forbear from exercising their rights and remedies under the Indenture, and from
directing the Indenture Trustee to exercise any such rights and remedies on the
Holders’ behalf resulting from the Existing Default and the Payment Default;
and


    
      
        
           

        

         


      

      
        FA-1-

        
          

        

      

      
         


      

    


    WHEREAS,
the Holders are willing to grant the Issuers’ and Guarantors’ request for
forbearance described in the preceding paragraph on the terms and subject to the
conditions contained herein.

     

    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. Defined Terms. Each capitalized term used herein and not otherwise
defined herein shall have the meaning attributed to such term in the Indenture.
Each of the following capitalized terms shall have the meaning set forth
below:

     

    “Credit
Agreement” means that certain Credit Agreement, dated as of December 14,
2005 (and as amended, modified or supplemented prior to the date hereof), by and
among MPG as Borrower, Morris Communications Company, LLC (“MCC”),
the Lenders party thereto, J.P. Morgan Securities Inc. as Sole Lead Arranger and
Sole Bookrunner, The Bank of New York, Keybank, N.A., Suntrust Bank and Wachovia
Bank, N.A. as Co-Documentation Agents and J.P. Morgan Chase Bank, N.A. as
Administrative Agent (the “Administrative
Agent”).

     

    “Forbearance
Effective Date” means the date on which each of the conditions to the
effectiveness of this Agreement specified in Section 3 of this Agreement is
satisfied.

     

    “Forbearance
Period” means the period beginning on the Forbearance Effective Date and
ending on the Forbearance Termination Date.

     

    “Forbearance
Termination Date” means the earliest date of occurrence of a Forbearance
Termination Event.

     

    “Forbearance
Termination Event” means any of the following events:

     

    
      
        	
                (a)

              	
                the
      acceleration of the maturity of any obligations under the Credit
      Agreement;

              


      

    

     

    
      	
              (b)

            	
              the
      termination of Waiver No. 3, dated as of February 26, 2009, by and among
      MCC, MPG and the Administrative Agent (the “Waiver
      No. 3”), relating to the Credit Agreement and/or the Morris
      Companies’ and MCC’s existing senior secured term and revolving credit
      facilities (the “Senior
      Secured Credit Facilities”);

            


    

     

    
      	
              (c)

            	
              any
      amendment, waiver, supplementation or modification of Waiver No. 3 without
      the consent of the Ad Hoc Group or any other Holder party to this
      Agreement;

            


    

     

    
      	
              (d)

            	
              the
      occurrence of a Default or Event of Default under the Indenture other than
      the Existing Default or the Payment
Default;

            


    

     

    
      	
              (e)

            	
              the
      filing of a bankruptcy case, including, without limitation, a chapter 11
      bankruptcy proceeding, by any of the Morris Companies or any subsidiary
      thereof;

            


    

     

    
      	
              (f)

            	
              the
      breach of, or failure of the Morris Companies to comply with, Section 6(b)
      of this Agreement, without the need for prior written
    notice;

            


    

     

    
      	
              (g)

            	
              the
      failure of any representation or warranty made by the Morris Companies in
      this Agreement to be true and correct in all material respects as of the
      date when made;

            


    


    
      
         


      

      
        FA-2-

        
          

        

      

      
         


      

    


    
      	
              (h)

            	
              the
      failure by the Morris Companies to comply with any term, condition,
      covenant or agreement contained in this Agreement;
  or

            


    

     

    
      	
              (i)  

            	
              5:00
      p.m. EDT on April 6, 2009.

            


    

     

    “Remedial
Action” means any action to enforce any of the rights and remedies
available to the Holders or the Indenture Trustee under the Indenture, the Notes
and any amendments or supplements to the foregoing, including, without
limitation, any action to accelerate, or join in any request for acceleration
of, the Notes.

     

     

    SECTION
2. Forbearance.
Subject to, and effective as of, the Forbearance Effective
Date:

     

    
      	
              (a)

            	
              Each
      Holder hereby agrees that during the Forbearance Period it will not (x)
      take any Remedial Action with respect to the Notes in connection with the
      Existing Default or the Payment Default or (y) sell, pledge, hypothecate
      or otherwise transfer any Notes, except to (A) a purchaser or other entity
      who agrees in writing with the transferor (with a copy to and for the
      benefit of the Morris Companies) prior to such transfer to be bound by all
      of the terms of this Agreement with respect to the relevant Notes being
      transferred to such purchaser, (B) a party who is already a signatory
      hereto, (C) an entity that, as of the date hereof, was, and as of the date
      of transfer, continues to be an entity that controls, is controlled by or
      is under common control with the transferor; provided,
      however,
      that in the case of either (B) or (C) above, such party or entity, as the
      case may be, shall automatically and without further action be subject to
      the terms of this Agreement and deemed a party hereto. This Agreement
      shall in no way be construed to preclude any Holder from acquiring
      additional Notes, to the extent permitted by applicable law.

               

              However, such Holder shall, automatically and without
      further action, be subject to this Agreement with respect to any Notes so
      acquired. The foregoing limited forbearance shall not be construed to
      impair the ability of the Holders or the Indenture Trustee to exercise any
      rights or remedies under the Indenture or take any Remedial Action at any
      time after the Forbearance Period (regardless of whether or not such
      Remedial Action relates to actions taken or payments received during the
      Forbearance Period), or during the Forbearance Period for Defaults or
      Events of Default other than the Existing Default and the Payment Default,
      and nothing herein shall restrict, impair or otherwise affect the exercise
      of the Holders’ rights under this
Agreement.

            


    

     

    
      	
              (b)

            	
              The
      Holders’ forbearance, as provided herein, shall immediately cease on the
      Forbearance Termination Date without requirement for any notice, demand or
      presentment of any kind, and the Issuers and Guarantors at such time shall
      be obligated to comply with and perform all terms, conditions and
      provisions of the Indenture and the Notes without giving effect to the
      forbearance set forth herein, and the Indenture Trustee and the Holders
      may at any time thereafter proceed to exercise any and all of their rights
      and remedies, including without limitation, their rights and remedies in
      connection with the Existing Default, the Payment Default (if applicable)
      and any other Defaults or Events of Default under the Indenture or rights
      under this Agreement.

            


    

     

    
      	
              (c)

            	
              The
      Holders’ forbearance is further expressly subject to and conditioned upon
      the Morris Companies’ strict compliance with each and every material term
      and provision of this Agreement, and, except with respect to the Existing
      Default and the Payment Default, the Morris Companies’ strict compliance
      with each and every term and provision of the Indenture and Notes, except
      as such terms and provisions are modified by this
    Agreement.

            


    

     

    
      	
              (d)

            	
              Each
      of the Holders acknowledges that it will request that the Indenture
      Trustee not take any Remedial Action, including without limitation, any
      action to accelerate the Notes during the Forbearance Period. In the event
      that the Indenture Trustee takes any action to declare all of the Notes
      immediately due and payable pursuant to Section 6.2 of the Indenture
      during the Forbearance Period solely due to the Existing Default or the
      Payment Default, the Holders agree, pursuant to Section 6.2 of the
      Indenture, to promptly rescind and cancel such acceleration; provided,
      however,
      that if the Holders rescind and cancel such acceleration by the Indenture
      Trustee, each Holder shall defer its right to receive any cure of the
      Payment Default until the end of the Forbearance Period; provided,
      further,
      however,
      that such rescission and deferral shall be of no further force and effect
      to the extent that the Forbearance Period with respect to this Agreement
      or the waiver period identified in Section 2 of Waiver No. 3 has
      ended.

            


    

     

     

    SECTION
3. Conditions to Effectiveness. The effectiveness of this Agreement shall
be subject to the satisfaction of each of the following
conditions:

     

    
      	
              (a)

            	
              Holders
      representing in the aggregate more than seventy-five (75) percent of the
      outstanding principal amount of the Notes shall have executed this
      Agreement;

            


    

     

    
      	
              (b)

            	
              the
      Holders shall have received from the Morris Companies a duly executed
      counterpart of this Agreement from each Morris Company listed on the
      signature pages hereto;

            


    

     

    
      	
              (c)

            	
              MPG,
      MCC and the Administrative Agent shall have executed Waiver No. 3, in form
      and substance acceptable to the Ad Hoc Group or any other Holder party to
      this Agreement, and delivered a copy thereof to Stroock;
    and

            


    

     

    
      	
              (d)  

            	
              no
      Default or Event of Default (except with respect to the Existing Default)
      shall have occurred or be continuing as of the Forbearance Effective
      Date.

            


    

     

     

    SECTION
4. Representations and Warranties of the Issuer. In order to induce the
Holders to enter into this Agreement, each of the Morris Companies hereby
jointly and severally represents and warrants to the Holders
that:

     

    
      	
              (a)

            	
              Representations
      and Warranties. (i) immediately before and after giving effect to
      this Agreement, No Default or Event of Default (other than the Existing
      Default) has occurred under the Indenture or is continuing and (ii) they
      are not aware of any representation or warranty made by the Morris
      Companies that is contained in the Indenture, any Note or this Agreement
      (as applicable) that is untrue or incorrect in any material respect as of
      the date hereof, except to the extent that such representation or warranty
      expressly relates to an earlier date, in which case it shall be true and
      correct in all material respects as of such earlier
      date.

            


    

     

    
      	
              (b)

            	
              Authorization.
      Each of the Morris Companies has the power and authority to execute,
      deliver and perform this Agreement. Each of the Morris Companies have
      taken all necessary action (including, without limitation, obtaining
      approval of its members, if necessary) to authorize its execution,
      delivery and performance of this Agreement. No consent, approval or
      authorization of, or declaration or filing with, any Governmental
      Authority, and no consent of any other Person, is required in connection
      with the Morris Companies’ execution, delivery and performance of this
      Agreement, except for those already duly obtained. This Agreement has been
      duly executed and delivered by each of Morris Companies and constitutes
      the legal, valid and binding obligation of each of the Morris Companies,
      enforceable against them in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting creditors’ rights
      generally and by general principles of equity (regardless of whether such
      enforceability is considered in a proceeding in equity or law). Each of
      the Morris Companies’ execution, delivery or performance of this Agreement
      does not conflict with, or constitute a violation or breach of, or
      constitute a default under, or result in the creation or imposition of any
      Lien upon the property of the Morris Companies by reason of the terms of
      (i) any contract, mortgage, lease, agreement, indenture or instrument to
      which the Morris Companies are a party or which is binding upon them or
      any one of them or any of their properties, (ii) any law or regulation or
      order or decree of any court applicable to the Morris Companies, or (iii)
      the certificate of incorporation and bylaws, or the certificate of
      formation and operating agreement, or other similar organizational
      documents, as applicable, of the Morris
      Companies.

            


    


    
      
         


      

      
        FA-3-

        
          

        

      

      
         


      

    

     

     

    
      	
              (c)  

            	
              The
      Morris Companies acknowledge that, except as provided herein, the Holders
      have made no assurances whatsoever concerning any possibility of any
      extension of the Forbearance Period, any other forbearance or similar
      arrangement or any other limitations on the exercise of their rights,
      remedies and privileges under or otherwise in connection with the
      Indenture and/or applicable law.

            


    

     

     

    SECTION
5. Representation
of the Holders. Each Holder severally (but not jointly) represents that,
as of the date hereof: (i) it is the beneficial owner and/or investment advisor
or manager of discretionary accounts for the holders or beneficial owners of the
aggregate principal amount of the Notes listed opposite such Holder’s name on
the disclosure schedule attached hereto as Schedule
1; and (ii) it has the power and authority to execute, deliver and
perform this Agreement, either on its own behalf or on behalf of such holders or
beneficial owners for which it acts as investment advisor or
manager.

     

     

    SECTION
6. Covenants.

     

    
      	
              (a)

            	
              Meetings/Due
      Diligence/Access.
      The Morris Companies agree to provide the Advisors reasonable
      access to their officers, advisors, facilities and books and records, and
      otherwise reasonably cooperate in connection with the Advisors’ due
      diligence in connection with a potential restructuring transaction. The
      Morris Companies further agree to make their officers and advisors
      available at reasonable times and places to discuss their business plan
      and the Morris Companies’ business and operations with the Advisors (who
      may be accompanied by any Holders who have entered into a written
      confidentiality agreement with the MPG). The Morris Companies agree to use
      their best efforts to respond to all reasonable due diligence requests
      that have been or are
received.

            


    

     

    
      	
              (b)  

            	
              Public
      Reporting of Agreement. Within two (2) business days after the
      Forbearance Effective Date, MPG shall file or cause to be filed a Form 8-K
      with the U.S. Securities and Exchange Commission, in form and substance
      reasonably acceptable to Stroock, generally describing the existence and
      terms of this Agreement. MPG shall not disclose any of the Holders’ names
      or their respective ownership (expressed as a percentage or otherwise) of
      the Notes in such Form 8-K, except as specifically contemplated by Section
      14 hereof. The Morris Companies hereby acknowledge and agree that, upon a
      failure of MPG to comply with this Section 6(b), the Holders shall have
      the right to disseminate a press release generally describing the
      existence and terms of this Agreement and shall have no liability to the
      Morris Companies arising
  therefrom.

            


    

     

     

    SECTION
7. Effect
on the Indenture and the Notes. Except as specifically set forth above
with respect to each Holder’s agreement to not enforce its rights under the
Indenture and the Notes during the Forbearance Period with respect to the
Existing Default and the Payment Default, all of the terms of the Indenture
shall remain unchanged and in full force and effect. Except as specifically set
forth herein, each Holder’s execution of this Agreement shall not constitute:
(i) a waiver of any of the rights or remedies of such Holder or the Indenture
Trustee under the Indenture, including, but not limited to, any rights or
remedies with respect to the Existing Default or the Payment Default and right
to receive default interest pursuant to Sections 2.12 and 4.1 of the Indenture,
which shall continue in existence subject only to the Holders’ agreement, as set
forth in this Agreement, not to take any of the actions set forth in Section
2(a) hereof based upon the Existing Default or the Payment Default during the
Forbearance Period; or (ii) a waiver, forbearance or other accommodation with
respect to any other Default or Event of Default now existing or hereafter
arising under the Indenture. For the avoidance of doubt, notwithstanding the
provisions contained in this Agreement, all covenants and obligations of the
Issuers and the Guarantors under the Indenture following the occurrence of a
Default and/or Event of Default (including the Existing Default and the Payment
Default) under the Indenture shall remain unchanged and in full force and
effect.


    
      
         


      

      
        FA-4-

        
          

        

      

      
         


      

    

     

     

    SECTION 8.
Costs
and Expenses. The Morris Companies agree to pay on demand all costs and
expenses of the Holders in connection with the preparation, execution and
delivery of this Agreement, including the reasonable fees, costs and expenses of
Stroock as counsel for the Holders with respect
thereto.

     

     

    SECTION
9. Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed signature page to this Agreement by facsimile transmission or otherwise
transmitted or communicated by e-mail shall be as effective as delivery of a
manually executed counterpart of this Agreement.

     

     

    SECTION
10.
Integration. This Agreement and any agreements referred to herein
constitute the entire contract among the parties hereto relating to the subject
matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the
subject matter hereof, and may not be modified or amended except by a written
instrument, signed by each of the parties hereto, expressing such amendment or
modification; provided,
however,
that this Agreement is not intended to in any way supersede or contradict the
terms of the confidentiality agreements dated February 17, 2009 between MPG and
each of Stroock & Stroock & Lavan LLP and FTI Consulting, Inc. Upon the
effectiveness of this Agreement as set forth in Section 3 hereof, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and,
subject to and in accordance with Section 13.10 of the Indenture, their
respective successors.

     

     

    SECTION
11. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement 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
Agreement.

     

     

    SECTION 12.
Applicable Law. This Agreement shall be governed by and be construed and
enforced in accordance with, the laws of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations
Law).

     

     

    SECTION 13.
Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purposes.

     

    
      
         


      

      
        FA-5-

        
          

        

      

      
         


      

    


    SECTION 14.
Confidentiality. Each of the Morris Companies and each Holder (and
their respective successors and assigns) shall not publicly disclose any
information provided to them in connection with this Agreement, nor shall they
publicly disclose Annex
A or Schedule
1 to this Agreement (collectively, the “Holder
Information”), except: (1) in any legal proceeding relating to this
Agreement, provided that the relevant Morris Company and/or Holder, as
applicable, shall use its best efforts to maintain the confidentiality of Holder
Information 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 MPG may summarize this
Agreement in connection with a Form 8-K filing (in lieu of filing this Agreement
as an exhibit thereto); (5) that MPG may include this Agreement as an exhibit to
the Company’s Form 10-Q for the first quarter of 2009; provided,
however,
that MPG shall not include Annex
A or Schedule
1 in any such filing and shall only disclose Annex
A or Schedule
1 if specifically required to do so by the Securities and Exchange
Commission (“SEC”)
after taking all reasonable steps to resist disclosure, including requesting
that each of Annex
A and Schedule
1 be accorded confidential treatment by the SEC; and (6) that the Morris
Companies may provide a copy of this Agreement (which copy shall not include
Annex
A or Schedule
1) to the Administrative Agent and the lenders under the Credit
Agreement, 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
relevant Morris Company’s requirement for compliance with this Section 14),
unless such notice would be prohibited by law. The Morris Companies 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 the Holder Information and 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 Agreement. Notwithstanding anything to the contrary in this
Section 14, the Morris Companies may: (i) disclose the aggregate principal
amount of Notes held by the Holders executing this Agreement, taken as a whole
and without reference to the names of the Holders constituting such amount; and
(ii) provide the Indenture Trustee with the executed copy of this Agreement that
includes the individual signature pages of each of the Holders, but only in the
event that the Morris Companies first obtain the Indenture Trustee’s written
consent not to publicly disclose any information relating to the individual
holdings of each Holder.

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized 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

              


      


      
        
           


        

        
          FA-6-

          
            

          

        

        
           


        

      

    

     

     

    
      
        	
                 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

              


      

    

     

     

    
      
        	
                 LOG
      CABIN DEMOCRAT, LLC

              
	 
      
	 
      
	
                By:
      /s/ Craig S. Mitchell

              
	 
      	
                Name:
      Craig S. Mitchell

              
	 
      	
                Title:
      Senior Vice President of
Finance

              


      

    


    
      
         


      

      
        FA-7-

        
          

        

      

      
         


      

    


     

    
      
        	
                ATHENS
      NEWSPAPER, 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

              


      

    

     

     

    
      
        	
                 SOUTHWESTERN
      NEWSPAPERS COMPANY, L.P.

              
	 
      
	 
      
	
                By:
      /s/ Craig S. Mitchell

              
	 
      	
                Name:
      Craig S. Mitchell

              
	 
      	
                Title:
      Senior Vice President of
Finance

              


      


      
        
           


        

        
          FA-8-

          
            

          

        

        
           


        

      



     

    
      
        	
                 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

              


      

    

     

     

    
      
        	
                MPG
      HOLLAND PROPERTY, LLC

              
	 
      
	 
      
	
                By:
      /s/ Craig S. Mitchell

              
	 
      	
                Name:
      Craig S. Mitchell

              
	 
      	
                Title:
      Senior Vice President of
Finance

              


      


      
        
           


        

        
          FA-9-