exhibit_waiver8creditagree.htm


     

    WAIVER
NO. 8

     

    WAIVER
NO. 8 dated as of July 14, 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 and Waiver No. 7 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 July 31, 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 “Bond
Interest Payment Default”); and

     

    (b)  waives,
until 5:00 p.m., New York City time, on July 31, 2009, any Default that
consists solely of the Cash Flow Ratio exceeding the applicable amount permitted
under Section 6.06(a) of the Credit Agreement (together with the Bond Interest
Payment 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. 3 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. 5 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 and Amendment No. 5 to
Forbearance Agreement, 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.  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


                

                 

              

            

          

        

        
          
            
              	
                      FIRST
      TENNESSEE BANK N.A.

                    
	 
      
	 
      
	
                      By:
      /s/ William
      Flagle  

                    
	 
      	
                      Name: William
      Flagle  

                    
	 
      	
                      Title:
      Senior Vice
President