exhibit_waiver3creditagree.htm


    
      

      

    

     

    EXECUTION
COPY

     

    WAIVER
NO. 3

     

    WAIVER
NO. 3 dated as of February 26, 2009 (this “Agreement”)
between MORRIS PUBLISHING GROUP, LLC (the “Borrower”),
MORRIS COMMUNICATIONS COMPANY, LLC (“MCC”),
MORRIS COMMUNICATIONS HOLDING COMPANY, LLC (“Holdings”),
SHIVERS TRADING & OPERATING COMPANY (“Shivers”),
MPG NEWSPAPER HOLDING, LLC (“MPG
Holdings”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary
Guarantors”), the Lenders executing this Agreement on the signature pages
hereto and JPMORGAN CHASE BANK, N.A., as administrative agent for the lenders
party to the Credit Agreement referenced below (in such capacity, together with
its successors in such capacity, the “Administrative
Agent”).

     

    The
Borrower, MCC, the lenders party thereto and the Administrative Agent are
parties to a Credit Agreement dated as of December 14, 2005 (as amended by
Amendment No. 1 thereto, Amendment No. 2 and Waiver thereto, Amendment No. 3
thereto and Amendment No. 4 and Waiver No. 2 thereto and as otherwise modified
and supplemented and in effect immediately prior to the effectiveness of this
Agreement, the “Credit
Agreement”). The Lenders executing this Agreement on the signature pages
hereto wish now to waive a certain Default under the Credit Agreement, subject
to the terms and provisions of this Agreement, and, accordingly, the parties
hereto hereby agree as follows:

     

    Section
1. Definitions. Except
as otherwise defined in this Agreement, terms defined in the Credit Agreement
are used herein as defined therein.

     

    Section
2. Waiver. Subject
to the satisfaction of the conditions precedent specified in Section 4
hereof, but effective as of the date hereof, the Administrative Agent, on behalf
of the Lenders, hereby:

     

    
      	
              (a)

            	
              extends,
      until 5:00 p.m., New York City time, on April 6, 2009, the waiver set
      forth in Section 3(a) of Amendment No. 4 and Waiver No. 2 to the Credit
      Agreement of any Default under clause (b) of Article VII of the Credit
      Agreement that consists solely of the Borrower or Morris Finance
      defaulting in the payment when due of interest due on February 1, 2009 on
      the 2003 Senior Subordinated Notes;
and

            


    

     

    
      	
              (b)  

            	
              waives,
      until 5:00 p.m., New York City time, on April 6, 2009, any Default
      under clause (d) of Article VII of the Credit Agreement that consists
      solely of the Borrower, MCC or any Subsidiary Guarantor defaulting in the
      performance of its obligation under Section 7 of Amendment No. 4 and
      Waiver No. 2 to the Credit Agreement to enter into such control agreements
      as required thereunder on or prior to March 2, 2009; provided
      that such waivers shall expire upon (i) the termination or expiry of the
      Bondholder Forbearance Agreement referenced below or the occurrence of any
      “Forbearance Termination Event” thereunder (as such term is defined
      therein) or (ii) the occurrence of any Default other than (x) any Default
      described above or (y) any Default under clause (d) of Article VII of the
      Credit Agreement that consists solely of the Borrower or any Guarantor
      defaulting in the performance of its obligation under Section 6.01(f) of
      the Security and Guarantee Agreement to cause to be filed such
      continuation statements as may be necessary to maintain the perfection of
      the security interest granted pursuant to the Security and Guarantee
      Agreement (collectively, the “Specified
      Defaults”). Upon the expiry of the foregoing waivers as provided
      above, the Administrative Agent and each Lender shall be entitled to
      exercise any and all rights and remedies under the Loan Documents in
      respect of any Event of Default covered by such waivers to the extent such
      Event of Default shall then be
continuing.

            


    


    
      
         


      

      
        W3-1-

        
          

        

      

      
         


      

    


    Section
3. Representations
and Warranties. Each
of the Borrower, MCC, Holdings, Shivers, MPG Holdings and the Subsidiary
Guarantors represents and warrants to the Lenders and the Administrative Agent,
as to itself and each of its subsidiaries, that (i) the representations and
warranties set forth in Article III of the Credit Agreement and in the
other Loan Documents are true and complete as if made on and as of the date
hereof (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, such representation or warranty shall be true
and correct as of such specific date) and (ii) immediately before and after
giving effect to this Agreement, no Default or Event of Default (other than a
Specified Default or an Event of Default arising therefrom) has occurred and is
continuing.

     

    Section
4. Conditions
Precedent.
The waivers set forth in Section 2 hereof shall become effective as of the
date hereof upon the satisfaction of the following
conditions:

     

    
      	
              (i)

            	
              Execution.
      The Administrative Agent shall have received executed counterparts of this
      Agreement from the Borrower, MCC, Holdings, Shivers, MPG Holdings, each
      Subsidiary Guarantor and the Required
    Lenders.

            


    

     

    
      	
              (ii)  

            	
              Bondholder
      Forbearance Agreement. The Administrative Agent shall have
      received, in form and substance satisfactory to it, a duly executed and
      binding agreement by the holders of over 75% of the principal amount of
      the outstanding 2003 Senior Subordinated Notes, or the Trustee under the
      Indenture pursuant to which the 2003 Senior Subordinated Notes
      were issued (the “Indenture”)
      on behalf of such holders, to forbear in the exercise of their rights and
      remedies under the Indenture in respect of an “Event of Default” (as such
      term is defined in the Indenture) that consists of the Borrower or Morris
      Finance defaulting in the payment when due of interest due on February 1,
      2009 on the 2003 Senior Subordinated Notes and such default continuing for
      a period of thirty days (the “Forbearance
      Agreement”).

            


    

     

    
      	
              (iii)

            	
              No
      Default. No Default or Event of Default (other than a Specified
      Default or an Event of Default arising therefrom) shall have occurred and
      be continuing on the date
hereof.

            


    

     

    
      	
              (iv)

            	
              Expenses.
      The Borrower shall have paid in full the costs, expenses and fees as set
      forth in Section 9.03 of the Credit Agreement (including the reasonable
      fees, charges and disbursements of counsel for the Administrative
      Agent).

            


    

     

    Section
5. Security
Documents.
Each of the Borrower, MCC, Holdings, Shivers, MPG Holdings and the Subsidiary
Guarantors (a) confirms its obligations under the Security Documents, as
applicable, (b) confirms that the obligations of the Borrower and MCC under the
Credit Agreement are entitled to the benefits of the pledges and guarantees, as
applicable, set forth in the Security Documents, (c) confirms that the
obligations of the Borrower and MCC under the Credit Agreement constitute
“Guaranteed Obligations”, “Secured Obligations” and “Obligations” (as such terms
are defined in the Security Documents, as applicable) and (d) confirms that the
Credit Agreement is the “Credit Agreement” under and for all purposes of the
Security Documents.

     

    Section
6. Miscellaneous. This
Agreement shall be limited as written and nothing herein shall be deemed to
constitute a waiver of any other term, provision or condition of the Credit
Agreement or any other Loan Document in any other instance than as set forth
herein or prejudice any right or remedy that the Administrative Agent or any
Lender may have or may in the future have under the Credit Agreement or any
other Loan Document. Except as herein provided, each of the Credit
Agreement and the other Loan Documents shall remain unchanged and in full force
and effect. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same amendatory
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart. Delivery of an executed counterpart of a signature
page to this Agreement by electronic transmission shall be effective as delivery
of a manually executed counterpart of this Agreement. This Agreement shall be
governed by, and construed in accordance with, the law of the State of
New York.


    
      
         


      

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

     

    
      
        	
                 MORRIS
      PUBLISHING GROUP, 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

              


      

    

     

     

    
      
        	
                 MPG
      NEWSPAPER HOLDING, LLC

              
	 
      
	 
      
	
                By:
      /s/ Craig S. Mitchell

              
	 
      	
                Name:
      Craig S. Mitchell

              
	 
      	
                Title:
      Senior Vice President of
Finance

              


      

    

     

    
      
         


      

      
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                MORRIS
      PUBLISHING FINANCE CO.

              
	
                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

              
	
                MCC
      RADIO, LLC

              
	
                MCC
      OUTDOOR, LLC

              
	
                MCC
      MAGAZINES, LLC

              
	
                MCC
      EVENTS, LLC

              
	
                HIPPODROME,
      LLC

              
	
                BEST
      READ GUIDES FRANCHISE COMPANY, LLC

              
	
                MORRIS
      VISITOR PUBLICATIONS, LLC

              
	
                BEST
      READ GUIDES OF NEVADA, LLC

              
	
                MORRIS
      BOOK PUBLISHING, LLC

              
	
                THE
      LYONS PRESS, INC.

              
	
                MORRIS
      AIR, LLC

              
	
                MCC
      HARBOUR CONDO, LLC

              
	
                MCC
      CUTTER COURT, LLC

              
	
                MORRIS
      DIGITAL WORKS, LLC

              
	
                MSTAR
      SOLUTIONS, LLC

              
	
                MVP
      FRANCE, LLC

              
	
                MVP
      GLOBAL, LLC

              
	
                SOUTHWESTERN
      NEWSPAPERS COMPANY, L.P.

              
	
                MCC
      OUTDOOR HOLDING, LLC

              
	
                THE
      MAP GROUP, INC.

              


      

    

     

     

    
      
        	
                By:
      /s/ Craig S. Mitchell

              
	 
      	
                Name:
      Craig S. Mitchell

              
	 
      	
                Title:
      Senior Vice President of Finance

              



        
          
             


          

          
            W3-4-

            
              

            

          

          
             


          

        



    

    LENDERS:

     

     

    
      
        	
                JPMORGAN
      CHASE BANK, N.A.,

              
	
                Individually
      and as Administrative Agent

              
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                THE
      BANK OF NEW YORK MELLON,

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                SUNTRUST
      BANK

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                 WACHOVIA
      BANK, NATIONAL ASSOCIATION,

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                BANK
      OF AMERICA

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              



        
          
             


          

          
            W3-5-

            
              

            

          

          
             


          

        



    

    
      
        	
                GENERAL
      ELECTRIC CAPITAL CORP.

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                 US
      BANK, N.A.,

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                WEBSTER
      BANK, NATIONAL ASSOCIATION,

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                KEYBANK
      NATIONAL ASSOCIATION,

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                SUMITOMO
      MITSUI BANKING CORPORATION,

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                COMERICA
      BANK

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              



        
          
             


          

          
            W3-6-

            
              

            

          

          
             


          

        

      

    

     

     

    
      
        	
                FIRST
      TENNESSEE BANK, NATIONAL ASSOCIATION

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

     

    
      
        	
                MIZUHO

              
	 
      
	 
      
	
                By:
      /s/

              
	 
      	
                Name:

              
	 
      	
                Title:

              



        
          
             


          

          
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