exhibit_waiver13creditagree.htm


     

    WAIVER
NO. 13

     

    WAIVER
NO. 13 dated as of September 4, 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 and Waiver No. 12
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 September 11, 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 September 11, 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 September 11, 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 September 11, 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. 10 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. 10 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 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).

     

    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.  The Borrower shall pay to the Administrative Agent for
the account of each Lender that, not later than the close of business New York
City time on the date hereof, shall have executed a counterpart of this
Agreement and delivered the same to the Administrative Agent (each, a “Consenting
Lender”), a fee in an amount equal to 2% of the Commitments of such
Consenting Lender (collectively for all Consenting Lenders, the “Waiver
Fee”), which fee shall be fully earned on the date hereof and shall be
due and payable on the earlier to occur of (x) the date on which the waivers
extended pursuant to Section 2 hereof expire as provided in said Section or, if
such waivers are extended by the Administrative Agent on behalf of the Required
Lenders pursuant to a subsequent waiver, as provided in such subsequent waiver,
and (y) September 18, 2009 (such earlier date, the “Waiver
Expiration Date”); provided
that the Waiver Fee shall be deemed waived and shall not be payable if (a) on or
before the Waiver Expiration 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 Expiration 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.

     

    
      
        
          Waiver
No. 13

          NY3:#7467607v5

        

         


      

      
         


        
          

        

      

      
         


      

    

    
 

    
      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


              

               

            

          

        

      

      
        
          
            	
                    SUMITOMO
      MITSUI BANKING CORPORATION

                  
	 
      
	 
      
	
                    By:
      /s/ Yoshihiro
      Hyakutome   

                  
	 
      	
                    Name: Yoshihiro
      Hyakutome  

                  
	 
      	
                    Title:
      General
Manager