exhibit_waiver16creditagree.htm


     

    WAIVER
NO. 16

     

    WAIVER
NO. 16 dated as of September 25, 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” and, together with the Borrower, MCC, Holdings, Shivers and
MPG Holdings, the “Obligors”),
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, Amendment No. 4 and Waiver No. 2 thereto, Waiver No. 3 thereto,
Amendment No. 5 and Waiver No. 4 thereto, Waiver No. 5 thereto, Waiver No. 6
thereto, Waiver No. 7 thereto, Waiver No. 8 thereto, Amendment No. 6 and Waiver
No. 9 thereto, Waiver No. 10 thereto, Waiver No. 11 thereto, Waiver No. 12
thereto, Waiver No. 13 thereto, Waiver No. 14 thereto and Waiver No. 15 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 October 2, 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 (the “February
1 Bond Interest Payment Default”);

     

    (b)  extends,
until 5:00 p.m., New York City time, on October 2, 2009, the waiver set
forth in Section 3(b) of Amendment No. 6 and Waiver No. 9 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 August 1, 2009 on the 2003 Senior Subordinated Notes
(the “August
1 Bond Interest Payment Default”);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (c)  extends,
until 5:00 p.m., New York City time, on October 2, 2009, the waiver set
forth in Section 2(c) of Waiver No. 12 to the Credit Agreement of any Default
that consists solely of the Cash Flow Ratio exceeding the applicable amount
permitted under Section 6.06(a) of the Credit Agreement with respect to the
period of four fiscal quarters ending on June 30, 2009 (the “Cash
Flow Ratio Default”); and

     

    (d)  extends,
until 5:00 p.m., New York City time, on October 2, 2009, the waiver set
forth in Section 2(d) of Waiver No. 12 to the Credit Agreement of any Default
that consists solely of the Interest Coverage Ratio being less than the
applicable amount permitted under Section 6.06(c) of the Credit Agreement with
respect to the period of four fiscal quarters ending on June 30, 2009 (together
with the February 1 Bond Interest Payment Default, the August 1 Bond Interest
Payment Default and the Cash Flow Ratio Default, the “Specified
Defaults”);

     

    provided
that such waivers shall expire upon:

     

     (i)           the
termination or expiry of the Amended Forbearance Agreement referenced below or
the occurrence of any “Forbearance Termination Event” thereunder (as such term
is defined therein);

     

    (ii)           any
amendment, waiver, supplementation or modification of the Amended Forbearance
Agreement (other than Amendment No. 13 to Forbearance Agreement referenced
below) without the consent of the Required Lenders;

     

    (iii)           the
occurrence or continuance of any Default other than a Specified
Default;

     

    (iv)           the
failure of any representation or warranty made in this Agreement to be true and
correct as of the date when made; or

     

    (v)           the
failure by any Obligor to comply with any term, condition, covenant or agreement
contained in this Agreement.

     

    Upon the
expiry of any 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 waiver to the extent such Event of Default shall then be
continuing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Section
3.  Representations
and Warranties.  Each of the Obligors 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 any Specified Default or
any 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 Obligors and the Required Lenders.

     

    (ii)           Amendment
to Forbearance Agreement.  The Administrative Agent shall have
received, in form and substance satisfactory to it, a duly executed and binding
amendment (“Amendment
No. 13 to Forbearance Agreement”) to the Forbearance Agreement dated as
of February 26, 2009 among the Borrower, Morris Finance, the guarantors parties
thereto and holders, or investment advisors or managers of holders, of over 75%
of the principal amount of the outstanding 2003 Senior Subordinated Notes (as
amended by the Amendment to Forbearance Agreement dated as of April 6, 2009,
Amendment No. 2 to Forbearance Agreement dated as of April 23, 2009, Amendment
No. 3 to Forbearance Agreement dated as of May 28, 2009, Amendment No. 4 to
Forbearance Agreement dated as of June 12, 2009, Amendment No. 5 to Forbearance
Agreement dated as of July 14, 2009, Amendment No. 6 to Forbearance Agreement
dated as of July 31, 2009, Amendment No. 7 to Forbearance Agreement dated as of
August 14, 2009, Amendment No. 8 to Forbearance Agreement dated as of August 21,
2009, Amendment No. 9 to the Forbearance Agreement dated as of August 28, 2009,
Amendment No. 10 to the Forbearance Agreement dated as of September 4, 2009,
Amendment No. 11 to the Forbearance Agreement dated as of September 11, 2009,
Amendment No. 12 to the Forbearance Agreement dated as of September 18, 2009,
Amendment No. 13 to Forbearance Agreement and any subsequent amendment thereto
in form and substance satisfactory to the Required Lenders, the “Amended
Forbearance Agreement”).

     

    (iii)           No
Default.  No Default or Event of Default (other than any
Specified Default or any 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).

     

    (v)           Closing
Checklist.  The Administrative Agent shall have received, in
form and substance satisfactory to it, a closing checklist and timeline for the
documentation contemplated to be executed in connection with the “Senior
Refinancing Transaction” referred to in the Restructuring Term Sheet dated as
September 23, 2009 among the Borrower, Morris Finance, the guarantors parties
thereto and holders (or investment advisors or managers thereof) of the 2003
Senior Subordinate Notes, which checklist and timeline shall include the escrow
agreement and the intercreditor agreement referred to in said Restructuring Term
Sheet and shall provide for said “Senior Refinancing Transaction” to occur on or
before October 9, 2009.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Section
5.  Security
Documents.  Each of the Obligors (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.  Additional
Fee.  Notwithstanding anything to the contrary contained in
Section 6 of Waiver No. 13 to the Credit Agreement, the Required Lenders hereby
agree that the “Waiver Fee” set forth in Section 6 of said Waiver No. 13 shall
be due and payable on the earliest to occur of:

     

    (x) the
time at which the waivers extended pursuant to Section 2 hereof expire as
provided in said Section 2; and

     

    (y)
5:00 p.m., New York City time, on October 2, 2009 (such earliest time, the
“Waiver
Fee Due Date”);

     

    provided
that the Waiver Fee shall be deemed waived and shall not be payable if (a) on or
before the Waiver Fee Due Date, all principal of and interest on the Loans and
other amounts due and payable to the Lenders under the Loan Documents shall have
been paid in full and the Commitments shall have terminated, (b) on or before
the Waiver Fee Due Date, Tranche Holdings, LLC or its designee shall have
purchased the Loans and assumed the Commitments in full pursuant to a Master
Assignment and Assumption in form and substance satisfactory to the
Administrative Agent and the Lenders, or (c) prior to the payment of the Waiver
Fee, Consenting Lenders having Commitments representing at least a majority of
the Commitments of all Consenting Lenders shall so agree in
writing.

     

    Section
7.  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.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
 

    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


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

      

    

     

     

    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

    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



          
            
               


            

            
               


              
                
 

            

            
               


            

          


           

          
            
              
                	
                        JPMORGAN
      CHASE BANK, N.A.,

                      
	
                        As
      Administrative Agent

                      
	 
      
	
                        By:
      /s/ Neil R.
      Boylan

                      
	 
      	
                        Name:
      Neil R. Boylan

                      
	 
      	
                        Title:
      Managing Director

                      



                
                  
                     


                  

                  
                     


                    
                      
 

                  

                  
                     


                  

                

              

            

          

        

      

    

     

     

    LENDERS:

     

    
      
        
          	
                  JPMORGAN
      CHASE BANK, N.A.,

                
	
                  Individually
      

                
	 
      
	
                  By:
      /s/ Neil R.
      Boylan

                
	 
      	
                  Name:
      Neil R. Boylan

                
	 
      	
                  Title:
      Managing Director

                


        


    

     

    
      
        
          	
                  THE
      BANK OF NEW YORK MELLON,

                
	 
      
	 
      
	
                  By:
      /s/ Edward J.
      DeSalvio      

                
	 
      	
                  Name:
      Edward J. Desalvio

                
	 
      	
                  Title:
      Managing Director

                


        


    

     

    
      
        	
                SUNTRUST
      BANK

              
	 
      
	 
      
	
                By:
      /s/ Katherine
      Bass

              
	 
      	
                Name:
      Katherine Bass

              
	 
      	
                Title:
      First Vice President

              


      

    

     

    
      
        	
                 WACHOVIA
      BANK, NATIONAL ASSOCIATION,

              
	 
      
	 
      
	
                By:
      /s/ Russ
    Lyons

              
	 
      	
                Name:
      Russ Lyons      

              
	 
      	
                Title:
      Director

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      
        	
                ALLIED
      IRISH BANKS, PLC

              
	 
      
	 
      
	
                By:
      /s/ Joseph
      Augustini

              
	 
      	
                Name:
      Joseph Augustini

              
	 	Title:
      Senior Vice President


      

       

      
        
          
            	
                    ALLIED
      IRISH BANKS, PLC

                  
	 
      
	 
      
	
                    By:
      /s/ Shane
      O'Driscoll

                  
	 
      	
                    Name:
      Shane O'Driscoll

                  
	 	Title:
      Assistant Vice President


          

        

      

       

    

    
      
        	
                GENERAL
      ELECTRIC CAPITAL CORP.

              
	 
      
	 
      
	
                By:
      /s/ Thomas Costello   

              
	 
      	
                Name:
      Thomas Costello   

              
	 
      	
                Title:
      Duly Authorized Signatory

              



    

     

    
      
        	
                 US
      BANK NATIONAL ASSOCIATION

              
	 
      
	 
      
	
                By: /s/ Margarita
      Scher

              
	 
      	
                Name:
      Margarita Scher      

              
	 
      	
                Title:
      Vice President

              


      

    

     

    
      
        	
                WEBSTER
      BANK, NATIONAL ASSOCIATION,

              
	 
      
	 
      
	
                By:
      /s/ John Gilsenan   

              
	 
      	
                Name:
      John Gilsenan   

              
	 
      	
                Title:
      Vice President

              


      

    

    
       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      
        	
                KEYBANK
      NATIONAL ASSOCIATION,

              
	 
      
	 
      
	
                By:
      /s/ Carla
      Laning

              
	 
      	
                Name:
      Carla Laning   

              
	 
      	
                Title:
      Vice President

              


      

    

     

    
      
        	
                BANK
      OF AMERICA, N.A.

              
	 
      
	 
      
	
                By:
      /s/ Garrett M Dolt   

              
	 
      	
                Name:
      Garrett M Dolt      

              
	 
      	
                Title:
      Senior Vice President

              


      

    

     

    
      
        
          	
                  COMERICA
      BANK

                
	 
      
	 
      
	
                  By:
      /s/ Sarah R.
      West

                
	 
      	
                  Name:
      Sarah R. West   

                
	 
      	
                  Title:
      Vice President

                


        

      

    

     

    
      
        
          	
                  AIB
      Debt Management, Limited

                
	 
      
	 
      
	
                  By: /s/ Joseph
      Augustini

                
	 
      	
                  Name:
      Joseph Augustini

                
	 	Title:
      Senior Vice President


        

         

        
          
            
              	
                            
                        AIB
      Debt Management, Limited

                      

                    
	 
      
	 
      
	
                      By:
      /s/ Shane
      O'Driscoll

                    
	 
      	
                      Name:
      Shane O'Driscoll

                    
	 	Title:
      Assistant Vice President


            

             

          

        

      

    

    
      
        
          	
                  RBS
      CITIZENS N.A.

                
	 
      
	 
      
	
                  By:
      /s/ Joshua Conlon   

                
	 
      	
                  Name:
      Joshua Conlon   

                
	 
      	
                  Title:
      Bank
Officer