exhibit10_1.htm


    
      

    

     

     

     

    ASSET
      PURCHASE AGREEMENT

     

    by
      and among

     

    GATEHOUSE
      MEDIA, INC.,

     

    GATEHOUSE
      MEDIA OPERATING, INC.,

     

    MORRIS
      PUBLISHING GROUP, LLC,

     

    MPG
      ALLEGAN PROPERTY, LLC,

     

    BROADCASTER
      PRESS, INC.,

     

    MPG
      HOLLAND PROPERTY, LLC,

     

    THE
      OAK RIDGER, LLC,

     

    YANKTON
      PRINTING COMPANY

     

    AND

     

    MORRIS
      COMMUNICATIONS COMPANY, LLC

     

    


     

    Effective
      as of October 23, 2007

    


     

    
      
        
        

      

      
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    TABLE
      OF CONTENTS

    


    ARTICLE
      I.  SALE OF ACQUIRED ASSETS AND TERMS OF PAYMENT

     

    1.1          Transfer
      of Acquired Assets 

    1.2          Excluded
      Assets 

    1.3          Liabilities. 

    1.4          Purchase
      Price; Payment of Purchase Price 

    1.5          Manner
      of Payment 

    1.6          Adjustments 

    1.7          Allocation
      of Purchase Price 

     

    
      	
               

            	
              ARTICLE
                II.  THE CLOSING[

            


    

     

    2.1          Time
      and Place of Closing 

    2.2          Deliveries
      by Seller 

    2.3          Deliveries
      by Buyer 

    2.4          Taking
      of Necessary Action; Further Action 16

     

    
      	
               

            	
              ARTICLE
                III.  REPRESENTATIONS AND WARRANTIES OF SELLERS AND MORRIS
                COMMUNICATIONS

            


    

     

    3.1          Organization;
      Qualification 

    3.2          Authority
      Relative to this Agreement 

    3.3          Income
      Statements 

    3.4          Business
      Since the Income Statement Date 

    3.5          Non-Contravention;
      No Defaults 

    3.6          Undisclosed
      Liabilities

    3.7          Licenses
      and Authorizations

    3.8          Condition
      and Adequacy of the Acquired Assets; Title

    3.9          Contracts
      and Arrangements

    3.10        Real
      Property

    3.11        Intellectual
      Property 

    3.12        Litigation
      and Compliance with Laws

    3.13        Labor
      Relations and Employee Issues; Employee Benefit Programs;
      ERISA 

    3.14        INTENTIONALLY
      OMITTED

    3.15        Changes 

    3.16        Environmental
      Matters 

    3.17        INTENTIONALLY
      OMITTED

    3.18        Insurance 

    3.19        Taxes 

    3.20        Investment
      Representations 

    3.21        Brokers

     

    
      	
               

            	
              ARTICLE
                IV.  REPRESENTATIONS AND WARRANTIES OF
                BUYER

            


    

     

    4.1          Organization 

    4.2          Authority
      Relative to this Agreement 

    4.3          No
      Defaults 

    4.4           Non-Contravention;
      No Defaults

    4.5          
Financial
      Capability

    4.6          Reports
      and Financial Statements 

    4.7          Absence
      of Certain Changes or Events 

    4.8          Brokers 

     

    
      	
               

            	
              ARTICLE
                V.  PRE-CLOSING COVENANTS OF SELLERS AND BUYER PENDING THE
                CLOSING DATE.

            


    

     

    5.1          Maintenance
      of Business 

    5.2          Organization;
      Goodwill 

    5.3          Access
      to Facilities, Files and Records 

    5.4          Representations
      and Warranties 

    5.5          Corporate
      Action 

    5.6          Consents 

    5.7          Confidential
      Information 

    5.8          Consummation
      of Agreement 

    5.9          Notice
      of Proceedings 

    5.10        Interim
      Financial Statements 

    5.11        Taxes 

    5.12        Audited
      Financial Statements; Interim Financial Statements 

    5.13        Title
      Matters 

    5.14        Buyer's
      Representations and Warranties 

    5.15        Corporate
      Action 

    5.16        Consummation
      of Agreement 

    5.17        Notice
      of Proceedings

    5.18        No
      Solicitation; Acquistion Proposals

    5.19        Phase
      I Environmental Site Accessment 

    5.20        Bulk
      Transfer Laws 

     

    
      	
               

            	
              ARTICLE
                VI.  ADDITIONAL
                COVENANTS47

            


    

     

    6.1          No
      Securities Transactions 

     

    
      	
               

            	
              ARTICLE
                VII.  CONDITIONS TO THE OBLIGATIONS OF
                SELLERS

            


    

     

    7.1          Representations,
      Warranties and Covenants 

    7.2          Proceedings.

    7.3          Hart-Scott-Rodino. 

     

    
      	
               

            	
              ARTICLE
                VIII.  CONDITIONS TO THE OBLIGATIONS OF GATEHOUSE MEDIA AND
                BUYER

            


    

     

    8.1          Representations,
      Warranties and Covenants 

    8.2          Proceedings 

    8.3          Hart-Scott-Rodino. 

    8.4          Consents. 

    8.5          Title
      Insurance

    8.6          Real
      Property Phase I Reports 

    8.7          Landlord
      Estoppel Certificates

     

    
      	
               

            	
              ARTICLE
                IX.  INDEMNIFICATION

            


    

     

    
      	
              9.1

            	
              Survival;
                Limitations 

            	
               

            


    

     

    9.2          Indemnification
      of Buyer and GateHouse Media 

    9.3          Indemnification
      of Sellers and Morris Communications

    9.4          Notice
      of Claims

    9.5          Defense
      of Third Party Claims 

     

    
      	
               

            	
              ARTICLE
                X.  MISCELLANEOUS
                PROVISIONS

            


    

     

    10.1          Risk
      of Loss

    10.2          Termination
      of Agreement 

    10.3          Liabilities
      Upon Termination 

    10.4          Expenses 

    10.5          Employees
      and Employee Benefits 

    10.6          Further
      Assurances and Consents

    10.7          Waiver
      of Compliance 

    10.8          Notices 

    10.9          Assignment 

    10.10        Governing
      Law 

    10.11        Public
      Announcements 

    10.12        No
      Third Party Rights 

    10.13        Waiver
      of Jury Trial 

    10.14        Counterparts

    10.15        Headings 

    10.16        Specific
      Performance 

    10.17        Severability 

    10.18        Entire
      Agreement; Amendments 

    10.19       
      Guaranties 

    10.20       
      Knowledge 

     

     

    
      
        
        

      

      
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    .List
      of Schedules
      (Delivered Concurrently)

    


    Schedule
      1.1(f)  Names of Publications

    Schedule
      1.2(h) Excluded Assets

    Schedule
      1.6(a)  Sellers Accounting Practices

    Schedule
      3.3      Income Statements

    Schedule
      3.4      Business Since Income Statement
      Date

    Schedule
      3.5      Non-Contravention; No
      Defaults

    Schedule
      3.7      Material Permits

    Schedule
      3.8      Condition and Adequacy of the Acquired Assets;
      Title

    Schedule
      3.9      Material Contracts

    Schedule
      3.10(a)  Owned Real Property

    Schedule
      3.10(b)  Leased Real Property

    Schedule
      3.10(f)   Flood Plains

    Schedule
      3.10(g)  Facilities

    Schedule
      3.10(h)  Improvements

    Schedule
      3.11       Intellectual Property

    Schedule
      3.12       Litigation and Compliance with
      Laws

    Schedule
      3.13(a)  Employees; Salaries

    Schedule
      3.13(b)  Labor Agreements

    Schedule
      3.15       Changes Since Income Statement
      Date

    Schedule
      3.16       Environmental Matters

    Schedule
      3.18       Insurance

    Schedule
      3.19       Taxes

    Schedule
      4.4         Non-Contravention; No
      Defaults

    Schedule
      5.1         Maintenance of
      Business

    


    Exhibits

    


    Exhibit
      A                                Publications

    


    
      
        
        

      

      
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    ASSET
      PURCHASE AGREEMENT

     

     

    THIS
      ASSET PURCHASE AGREEMENT (this “Agreement”), is made effective as of _____ ,
      2007, by and among GateHouse Media Operating, Inc., a Delaware corporation
      (“Buyer”), GateHouse Media, Inc., a Delaware corporation (“GateHouse Media”),
      Morris Communications Company LLC, a Georgia limited liability company (“Morris
      Communications”), Morris Publishing Group, LLC, a Georgia limited liability
      company (“Morris Publishing”), MPG Allegan Property, LLC, a Georgia limited
      liability company (“MPG Allegan”), Broadcaster Press, Inc., a South Dakota
      corporation (“Broadcaster”), MPG Holland Property, LLC, a Georgia limited
      liability company (“MPG Holland”), The Oak Ridger, LLC, a Tennessee limited
      liability company (“Oak Ridger”) and Yankton Printing Company, a South Dakota
      corporation (“Yankton” and collectively, with Morris Publishing, MPG Allegan,
      Broadcaster, MPG Holland and Oak Ridger, are referred to herein as “Sellers” and
      each individually as a “Seller”.  As used herein, and as the context
      requires, the term “Sellers” shall also refer to “Seller”).

    


    WHEREAS,
      Sellers operate businesses which own and publish various daily and non-daily
      publications which are  distributed  in South Dakota,
      Florida, Kansas, Michigan, Missouri, Nebraska, Oklahoma and Tennessee, together
      with all related publications (as set forth on Exhibit A hereto) and
      services and assets and facilities, all related domain names, with related
      HTML
      design and data and all of Sellers’ rights to prepare, publish, sell and
      distribute any of the foregoing in all languages (collectively, the
“Publications”) and the mastheads and certain other intellectual property
      associated with the Publications (collectively, the “Mastheads”, which term is
      more particularly defined in Section 1.1);

    


    WHEREAS,
      Sellers operate the Publications from facilities in South Dakota, Florida,
      Kansas, Michigan, Missouri, Nebraska, Oklahoma and Tennessee which are owned
      or
      leased by Sellers, together with all printing sites, buildings, offices,
      structures, residences, fixtures, and improvements, including all real property,
      whether developed or undeveloped, owned or leased by Sellers or associated
      with
      any of the foregoing (collectively, the “Facilities”); and


    
      
        
        

      

      
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    WHEREAS,
      Sellers desire to sell and Buyer desires to purchase substantially all of the
      assets related to the operation, publication and distribution of the
      Publications as a going concern, together with the Mastheads.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth and based upon the representations and warranties made by each of
      the
      parties to the other in this Agreement, the parties have agreed to consummate
      the sale of the Publications and the Mastheads on the terms contained
      herein.

    


    


    ARTICLE
      I.

    SALE
      OF ACQUIRED ASSETS AND TERMS OF PAYMENT

     

    


    1.1           Transfer
      of Acquired Assets.  Upon the terms and
      subject to the conditions of this Agreement, on the Closing Date (as defined
      in
      Section 2.1 hereof) Sellers will sell, assign, convey or cause to be
      conveyed, transfer and deliver to Buyer, and Buyer will purchase and accept
      from
      Sellers, all of the assets and properties of Sellers, tangible or intangible,
      of
      every kind and description, used by Sellers that relate primarily to the
      business and operation of the Publications as a going concern (all such assets
      being referred to herein as the “Sellers’ Assets”), but excluding the Excluded
      Assets described in Section 1.2 below.

    


    In
      addition, upon the terms and subject to the conditions of this Agreement, on
      the
      Closing Date, Sellers will sell, assign, convey or cause to be conveyed,
      transferred and delivered to Buyer, and Buyer will purchase and accept from
      Sellers, the Publications’ “Mastheads” which consist of the mastheads,
      trademarks, trade dress, trade names, service marks, registrations, domain
      names, and other property rights relating thereto and all goodwill associated
      therewith.  The Sellers’ Assets along with the Mastheads are
      hereinafter collectively referred to as the “Acquired Assets.”  The
      Acquired Assets include, without limitation, the following:


    
      
        
        

      

      
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    (a)           The
      Owned Real Property (as defined in Section 3.10(a));

    (b)           All
      Real Property Leases for the Leased Real Property (as such terms are defined
      in
      Section 3.9 and Section 3.10(b) respectively);

    (c)           All
      tangible personal property, editorial material, work in process, finished goods,
      manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives
      owned by Sellers to the extent they relate primarily to the Publications; all
      promotional materials, inserts, and direct mail materials owned by Sellers
      to
      the extent they relate primarily to the Publications; all stationery, supplies,
      purchase orders, forms, labels, shipping materials and catalogs owned by Sellers
      to the extent they relate primarily to the Publications; and all lists owned
      by
      Sellers of contributors, authors, correspondents, reviewers, photographers,
      illustrators and editors who contribute or have contributed to the Publications;
      all other inventory and supplies, and other assets and equipment relating
      primarily to the Publications;

    (d)           All
      contracts, agreements and similar documents that relate primarily to the
      operation of the Publications or are otherwise specifically assumed pursuant
      hereto, together with all subscriptions and all orders and agreements for the
      sale of advertising, space reservations and insertion orders relating to the
      Publications, including without limitation those described in
Schedule 3.9;

    (e)           All
      of Sellers’ right, title and interest in and to all licenses, Permits (as
      defined in Section 3.16), variances, franchises, certifications, approvals
      and
      other governmental authorizations relating primarily to the Publications,
      together with any renewals, extensions or modifications thereof and additions
      thereto;

    (f)           All
      publishable materials of any nature primarily used by the Publications, the
      names  used by each Publication including but not limited to those set
      forth on Schedule 1.1(f), all copyrights, patents,
      trademarks, service marks, logotypes and trade names (including registrations
      and applications for registration of any of the foregoing), domain names
      (including HTML design and data related to said domain names), processes,
      inventions, computer software, computer programs and software and program
      rights, trade secrets, goodwill and other intangible rights and interests issued
      to or owned by Sellers and used primarily in connection with the operation,
      publication and distribution of the Publications or primarily in connection
      with
      the ownership of any of the Acquired Assets (collectively referred to herein
      as
      the “Rights”), it being understood that computers and servers located at
      Sellers’ home office in Augusta, Georgia, and


    
      
        
        

      

      
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    software
      developed by Sellers for use beyond the Publications are not used primarily
      by
      the Publications and are not “Rights”;

    (g)           All
      of Sellers’ accounts or other receivables, claims, evidences of debt owed to
      Sellers, utility deposits and other deposits and prepaid expenses arising out
      of
      Sellers’ operation of the Publications, together with all records relating
      thereto;

    (h)           All
      of the Publications’ files and other records, in whatever form is reasonably
      practicable, relating to the operation of the Publications, including without
      limitation all of the historical materials relating to the Publications’
advertising, circulation and distribution, all circulation, subscriber, delivery
      and mailing lists and carrier routes maintained by Sellers, all data related
      to
      such lists, all circulation readership studies, audience surveys and research
      owned by Sellers, and all other mailing lists, together with all records,
      reports and disks of computer data owned by Sellers, rate cards, verification
      cards, advertising insertion orders, specimen copies of all advertisements
      carried in the Publications, and copies of current price lists, discount lists,
      catalogs, public relations materials, sales correspondence, call reports, call
      books, advertiser lists and sales promotion lists, in each case to the extent
      they relate primarily to the Publications;

    (i)           All
      claims, causes of action, rights of recovery and rights of set-off of any kind
      (including, without limitation, rights under and pursuant to all warranties,
      representations and guarantees made by suppliers, distributors or vendors of
      products, materials or equipments, or components thereof) to the extent they
      relate to the Publications, which are owned by Sellers and relate to the period
      of time following the Closing;

    (j)           All
      of Sellers’ libraries of back and current issues of the Publications, in
      whatever medium;

    (k)           All
      of Sellers’ goodwill in and going concern value of the
      Publications;

    (l)           Any
      prepaid Taxes of Sellers which are included as Acquired Assets on the Closing
      Date Balance Sheet (as defined in Section 1.6(c));

    (m)           All
      of Sellers’ right, title and interest in and to any non-solicitation,
      non-competition and non-disclosure agreements to the extent benefiting the
      Publications;

    (n)           The
      bank accounts and the cash contained therein as of the Closing Date used as
      operating accounts for the Publications, a list of which shall be provided
      by
      Sellers to Buyer prior to Closing and the balances of which shall be included
      on
      the Closing Date Balance Sheet; and


    
      
        
        

      

      
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    (o)           Without
      duplication, all assets relating primarily to the operations of the Publications
      reflected in the Closing Date Balance Sheet.

    


    1.2           Excluded
      Assets.  The following assets relating
      to the business of operating, publishing and distributing the Publications
      shall
      be retained by Sellers and shall not be sold, assigned, conveyed, transferred
      or
      delivered to Buyer (the “Excluded Assets”):

    


    (a)           Claims
      by Sellers with respect to the Excluded Assets and liabilities not assumed
      by
      Buyer, including without limitation all refunds and claims for Tax refunds
      (except for prepaid Taxes acquired by Buyer pursuant to Section 1.1(l) above)
      and counterclaims with respect to obligations and liabilities not being assumed
      by Buyer hereunder;

    (b)           All
      contracts of insurance, Tax records and Tax Returns;

    (c)           All
      Employee Benefit Programs (as defined in Section 3.13(g));

    (d)           The
      right to use the “Morris” and “Morris Publishing” names and, except for the
      agreements described in Schedule 3.9, the right to participate in any
      plan, procedure or right that was made available to the Publications by or
      through Morris Communications, or any of its Affiliates (as defined below),
      including but not limited to any Employee Benefit Program (as defined in Section
      3.13(g));

    (e)           All
      claims, refunds, causes of action, choses in action, rights of recovery, rights
      of set off and rights of recoupment of Sellers related to the businesses of
      the
      Publications on or prior to the Closing, exclusive of the rights granted in
      Section 1.1(g) ;

    (f)           (i)
      the franchise to be a limited liability company or corporation; (ii) the
      organizational documents (including articles or certificate of formation or
      bylaws (as applicable)); (iii) the minute books; (iv) the stock and/or
      membership interest  ledgers and all stock and/or membership
      certificates; (v) the qualifications to transact business as a foreign entity;
      (vi) the arrangements with registered agents relating to foreign qualifications,
      taxpayer and other identification numbers; (vii) other records or similar
      documents relating to the organization, maintenance and existence of Sellers
      as
      limited liability companies and/or corporations; and (vii) any other corporate
      records relating to the limited liability company and/or corporate organization
      or capitalization (as applicable) of Sellers;


    
      
        
        

      

      
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    (g)           All
      items that are located at the headquarters offices of Morris Communications
      or
      otherwise not located at the Real Property (as defined in Section 3.10) included
      in the Acquired Assets except for the data relating to the Publications
      described in Section 1.1(h) stored on Sellers’ server at the headquarters
      offices, copies of which will be delivered or transmitted to Buyer in whatever
      form is reasonably practicable for the parties;

    (h)           Any
      right, property or asset described in Schedule 1.2(h), including the
      property and rights which are shared with any Affiliates of any Seller and
      not
      used primarily in the businesses of the Publications;

    (i)           Any
      assets or properties of Sellers, tangible or intangible, of every kind and
      description which are not used primarily in connection with the businesses
      and
      operation of the Publications and are not included in the Closing Date Balance
      Sheet;

    (j)           Sellers’
      rights under this Agreement;

    (k)           Cornerstone
      Property, 2.86 acres (Block 69, Parcel B) at corner of Highway 50 and Burleight
      Street, Yankton, Yankton County, South Dakota;

    (l)           All
      tax sharing agreements and management agreements with Morris Communications;
      and

    (m)           All
      equity interests in third parties, including but not limited to equity interests
      of any Seller in any Affiliate of Morris Communications;

    (n)           For
      purposes of this Agreement, “Affiliate” of a person means any other person that
      directly or indirectly controls, is controlled by, or is under common control
      with, such person.  The term “control”, “controlled by” and “under
      common control with”, as used with respect to any person, means the possession,
      directly or indirectly, of the power to direct or cause the direction of the
      management and policies of such person, whether through the ownership of
      securities, by contract or otherwise.


    
      
        
        

      

      
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    1.3           Liabilities.

    


    (a)           The
      Acquired Assets shall be sold and conveyed to Buyer free and clear of all Liens
      (as defined in Section 3.8), except for Permitted Encumbrances (as defined
      in
      Section 3.10), except that Buyer shall assume, discharge and perform the
      following liabilities (the “Assumed Liabilities”):

    (i)           those
      liabilities and obligations of Sellers under the contracts assigned to Buyer
      which are described in Section 1.1(d) (other than any obligation under any
      such
      contract related or arising prior to the Closing Date, including, without
      limitation, any liability for breach or nonperformance); provided, however,
      that
      if any such contract requires a consent to the assignment thereof to Buyer
      and
      such consent has not been obtained, then this Agreement, to the extent permitted
      by law, shall constitute an equitable assignment by Sellers to Buyer of all
      rights, benefits, title and interest, liabilities and obligations under such
      contract;

    (ii)           those
      liabilities and obligations of Sellers as of the Closing Date under agreements
      for advertising to the extent to be run in issues of the Publications published
      after the Closing Date (subject to the adjustment provisions of Section 1.6
      below);

    (iii)           those
      liabilities and obligations of Sellers for trade accounts payable, advertising
      rebates payable and taxes which are included on the Closing Date Balance Sheet
      (as defined Section 1.6(c) below) (to the extent of the amount reflected on
      such
      balance sheet as a liability) and any expenses for which Buyer is responsible
      under Section 1.6(a); and

    (iv)           those
      liabilities and obligations of the Publications included on the Closing Date
      Balance Sheet, which shall include paid in advance subscriptions and accrued
      liabilities of Sellers to employees of Sellers for unused vacation, sick leave,
      holiday and personal days (to the extent of the amounts reflected on such
      balance sheet and only to the extent Sellers do not have a legal obligation
      to
      pay such amounts upon termination of employment on or before the Closing
      Date).

    (b)           Except
      as set forth in Section 1.3(a) above or as otherwise expressly set forth herein,
      Buyer does not assume and will not be liable for, and Sellers shall remain
      unconditionally liable for, any other liabilities or obligations of Sellers
      (or
      any other person, in the case of liabilities or obligations for Taxes) (the
      “Excluded Liabilities”), including, but not limited to:


    
      
        
        

      

      
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        (i)           any
      liability or obligation arising prior to the Closing under any contract not
      described in Section 1.1(d) above;

    (ii)           any
      liability under any contract of insurance or relating to any Excluded
      Assets;

    (iii)           any
      liability to any of Sellers’ employees of any nature whatsoever related to the
      period on or prior to the Closing Date, including under any employee benefit
      plan of any nature and including, but not limited to, any Employee Benefit
      Programs, and any unemployment or workers compensation claims;

    (iv)           any
      liability arising out of any termination by any of Sellers of the employment
      of
      any employee, consultant or independent contractor of any of Sellers on or
      prior
      to the Closing Date, or who retired on or prior to the Closing
      Date;

    (v)           any
      liability under any litigation, proceeding or claim of any nature related to
      the
      Publications arising during, or brought by any person or entity with respect
      to,
      the period of time on or prior to the Closing Date, whether or not such
      litigation, proceeding or claim is pending, threatened or asserted before,
      on or
      after the Closing Date;

    (vi)           any
      liability for (A) any Taxes (other than Taxes of Sellers assumed by Buyer
      pursuant to Section 1.3(a)(iii) above) with respect to the Publications or
      the
      Acquired Assets for periods ending on or prior to the Closing Date and Taxes
      deemed, pursuant to Section 1.6(b), payable for the portion ending on the
      Closing Date of a Straddle Period (as defined in Section 1.6(b)), (B) except
      as
      allocated in Section 10.4, any Taxes imposed on the transfer of the Acquired
      Assets or the Publications on or prior to the Closing Date and, (C) any estate
      or gift Taxes imposed with respect to Sellers, the Acquired Assets or the
      Publications on or prior to the Closing Date; provided, however, that Transfer
      Taxes (as defined in Section 10.4) on the transfer of the Acquired Assets
      pursuant to this Agreement shall be paid by Buyer as provided in Section
      10.4;

    (vii)           except
      as otherwise set forth in this Agreement, any and all liabilities incurred
      by
      Sellers in connection with the negotiation, execution or performance of this
      Agreement (including, without limitation, all legal, accounting, brokers,
      finders and other professional fees and expenses);

    (viii)          any
      and all obligations, liabilities and/or commitments, including but not limited
      to obligations, liabilities and/or commitments pursuant to any Environmental
      Law
      (as defined in Section 3.16), arising out of or related to facts, circumstances,
      conditions or


    
      
        
        

      

      
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    events
      arising from or related to the Real Property (as defined in Section 3.10) and/or
      the operation of the Publications thereon that occurred on or prior to the
      Closing Date; and

    (ix)           the
      Bank Liens (as defined in Section 3.10(l)).

    


    1.4           Purchase
      Price; Payment of Purchase
      Price.  Subject to the conditions
      contained in this Agreement, and in consideration of the sale of the Acquired
      Assets as set forth herein, Buyer agrees to pay the Purchase Price to Sellers,
      at Closing, in an amount equal to One-Hundred Fifteen Million dollars
      ($115,000,000.00) (the “Base Purchase Price”), as adjusted by the Closing Date
      Working Capital Adjustment pursuant to Section 1.6 below (the “Purchase
      Price”).

    


    The
      Base
      Purchase Price will be payable as follows: (a) One Hundred Five Million Dollars
      ($105,000,000) in cash (the “Cash Portion”) and (b) the balance by GateHouse
      Media issuing a promissory note (the “Note”) in favor of Sellers (or their
      designee) in the principal amount of Ten Million Dollars
      ($10,000,000).  The Note shall have a one year term; accrue interest
      on the unpaid balance at the rate of eight percent (8%) per annum (which
      interest shall be payable quarterly); and may be prepaid at any time without
      penalty.  The Note will also provide that except pursuant to corporate
      credit facilities, finance leases and purchase money security interests,
      GateHouse Media will not grant any third party a position senior to that of
      Buyer as the Note holder.  The form of the Note, which shall be in
      accordance with the above, unless agreed otherwise, will be agreed upon by
      Sellers and Buyer prior to the Closing Date.

    


    1.5           Manner
      of Payment.  The Cash Portion shall be
      paid to Sellers on the Closing Date in immediately available funds by wire
      transfer to a bank account or bank accounts designated by Sellers in writing
      at
      least two (2) business days prior to the Closing Date.  At the
      Closing, GateHouse Media shall deliver the Note to Sellers.

    


    1.6           Adjustments.

    


    (a)           Closing
      Date Working Capital Adjustment.  Sellers shall be entitled to all
      income earned and collected and be responsible for all expenses incurred in
      connection with the business and operation of the Publications on or prior
      to
      the Closing Date.  Buyer shall be entitled to all


    
      
        
        

      

      
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    income
      earned and be responsible for all expenses incurred in connection with the
      business and operation of the Publications after the Closing
      Date.  The Purchase Price is subject to a further adjustment for
      working capital (the “Closing Date Working Capital Adjustment”) as determined in
      accordance with Section 1.6(c) below.  The Closing Date Working
      Capital Adjustment shall be an amount, as of the Closing Date, equal to the
      dollar value of the current assets of the Publications less the dollar
      value of the current liabilities of the Publications (including, but not limited
      to, accounts payable, prepaid advertising, unearned subscription revenue,
      accrued salary, payroll and wages, vacation and sick pay, and similar items
      with
      respect to New Employees (as defined in Section 10.5), and net of Sellers’
reserves for uncollectible receivables established by Sellers in the ordinary
      course of business consistent with past practice, in each case only to the
      extent included in the Acquired Assets or the Assumed Liabilities and as set
      forth in the Closing Date Balance Sheet).

    


    In
      computing the Closing Date Working Capital Adjustment, components of the Closing
      Date Balance Sheet (as defined in Section 1.6(c)) shall be derived from
      subsidiary ledgers maintained in accordance with Sellers’ historical accounting
      practices which reflect accrual basis accounting and are utilized by Morris
      Publishing in the preparation of consolidated financial statements in accordance
      with generally accepted accounting principles in the United States (“GAAP”). The
      Closing Date Balance Sheet shall be prepared in a manner consistent with the
      notes to the Working Capital History set forth on Schedule 1.6(a), each
      line item of which shall reflect components derived from and prepared
      consistently with the methods used in the preparation of Morris Publishing’s
      balance sheets which methods are used by Sellers in the ordinary cause of
      business consistent with past practice and are in accordance with GAAP (“Sellers
      Accounting Practices”).  All intercompany and Affiliate receivables or
      liabilities will be treated as shareholders’ equity and will be excluded from
      the Closing Date Working Capital Adjustment and will not be assumed by
      Buyer.  All prepaid advertising and unearned subscription revenue
      shall be accrued as liabilities in the amount of such prepayments.

    


    (b)           Other
      Adjustments.  All items of income and expense directly relating to
      the business of operating the Publications, other than the income and expenses
      referred to above, shall be prorated between Sellers and Buyer as of the close
      of business on the Closing Date.  Such items


    
      
        
        

      

      
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    to
      be
      prorated shall include, without limitation, power and utility charges, personal
      property Taxes and real property Taxes.  The portion of any personal
      property Taxes and real property Taxes for a taxable period that includes the
      Closing Date (a “Straddle Period”) that shall be deemed to be payable for the
      portion of the period ending on the Closing Date shall be the amount of such
      Taxes for the entire period (or, in the case of such Taxes determined on an
      arrears basis, the amount such Taxes for the immediately preceding period)
      multiplied by a fraction the numerator of which is the number of calendar days
      in the period ending on the Closing Date and the denominator of which is the
      number of calendar days in the entire period.  The portion of any
      other item of income or expense for a Straddle Period that shall be deemed
      to be
      payable for the portion of the period ending on the Closing Date shall be
      determined based on an interim closing of the books to the extent practicable
      and otherwise based on the formula described in the immediately preceding
      sentence.

    


    (c)           Adjustment
      Calculations.  Three (3) business days prior to the Closing Date,
      to the extent practicable, the adjustments provided in this Section 1.6 shall
      be
      made to the Cash Portion of the Base Purchase Price on the basis of the then
      most recently available financial statements of the Publications, which shall
      be
      reflected on a preliminary balance sheet for the Publications (the “Preliminary
      Balance Sheet”) prepared by Sellers in accordance with Sellers Accounting
      Practices.  Within ninety (90) days after the Closing Date,
      Sellers will prepare an adjusted balance sheet for the Publications (the
“Closing Date Balance Sheet”) as of the close of business on the Closing Date,
      reflecting the adjustments provided in this Section 1.6 and showing the
      recalculation of adjustments reflected on the Preliminary Balance Sheet, along
      with back-up materials necessary for Buyer’s understanding of the Closing Date
      Balance Sheet and Buyer’s confirmation of the calculations
      thereof.  Sellers and their accountants will provide Buyer’s
      accountants with reasonable access to the books, records and working papers
      of
      Sellers necessary to review such calculations.  Within one-hundred
      fifty (150) days after the Closing Date, final adjustments pursuant to this
      Section 1.6 and any required refund or payment shall be made on the basis
      of the Closing Date Balance Sheet (the “Adjustment Payment Date”), provided that
      if any amounts are in dispute, the Adjustment Payment Date for the disputed
      amounts shall be the date payment is required to be made as required
      below.  If any dispute arises over the amount to be refunded or paid,
      such refund or payment shall nonetheless be promptly made to the
      extent


    
      
        
        

      

      
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    such
      amount is not in dispute.  If Buyer does not notify Sellers within
      forty-five (45) days of receiving the Closing Date Balance Sheet that Buyer
      disputes the information contained therein, then Buyer shall be deemed to agree
      to the Closing Date Balance Sheet and to

    have
      waived all further right to dispute the information contained therein and its
      use in applying the provisions of this Agreement.  If Buyer does
      notify Sellers of a dispute regarding the Closing Date Balance Sheet within
      the
      forty-five (45) day period of receiving the Closing Date Balance Sheet, and
      if
      such dispute cannot be resolved by the parties within thirty (30) days
      thereafter, such dispute shall be referred to a mutually satisfactory
      independent public accounting firm of national stature which has not been
      employed by any of the parties herein for the two (2) years preceding the
      Closing Date.  If Buyer and Sellers cannot agree upon an independent
      public accounting firm to perform the valuation of the Acquired Assets, then
      Buyer and Sellers shall each select an independent public accounting firm which
      firms shall select and engage an independent public accounting firm to perform
      and prepare a written determination of the adjustments or dispute between the
      parties. The determination of such independent accounting firm shall be
      conclusive and binding on each party and any required payment or refund in
      accordance therewith shall be made in immediately available funds within ten
      (10) days of such determination.  The fees of such firm shall be
      shared equally by Morris Publishing and Buyer.

    


    1.7                      Allocation
      of Purchase Price.  Buyer and Sellers shall reasonably
      cooperate and, at the request of the other party, exchange information,
      including copies of IRS Form 8594, regarding allocation of the Purchase Price
      to
      the Acquired Assets. Notwithstanding anything herein to the contrary, Buyer
      and
      Sellers agree that the allocation of the Purchase Price attributable to the
      Real
      Property shall be determined as follows.  As soon as practicable after
      the date of this Agreement but in no event later than ten (10) days after the
      date of this Agreement, Buyer and Sellers shall agree, and Sellers shall engage
      an independent and mutually acceptable appraiser to perform and prepare a
      written valuation of the Real Property.  The cost of the valuation
      prepared by an agreed appraiser shall be borne by Buyer.   If
      Buyer and Sellers cannot agree upon an independent appraiser to perform the
      valuation of the Real Property, then Buyer and Sellers shall each select an
      independent appraiser which appraisers shall select and engage an independent
      appraiser to perform and prepare a written valuation of the Real
      Property.   In such event, the cost of the valuation shall be
      borne equally between Buyer and Sellers.   The

     


    
      
        
        

      

      
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    written
      valuation shall be binding on and used by Buyer and Sellers in allocating the
      Purchase Price to the Real Property.  The entire portion of the
      Purchase Price allocated to the Real Property shall be paid from the Cash
      Portion of the Purchase Price.

     

    


    ARTICLE
      II.

    THE
      CLOSING

    


    


    2.1           Time
      and Place of Closing.  The closing (the “Closing”) of the
      sale and purchase of the Acquired Assets shall be held in the offices of
      Sellers’ counsel, Hull, Towill, Norman, Barrett & Salley, on the third
      (3rd) business
      day following the satisfaction or waiver of all of the conditions to closing
      set
      forth in Articles VII and VIII, or at such other time and place as shall be
      mutually agreed upon by the parties (the “Closing Date”).  Closing
      shall be deemed effective at 11:59 p.m. local time on the Closing
      Date.

    


    2.2           Deliveries
      by Seller.  At the Closing, Sellers,
      will deliver to Buyer the following, each of which shall be in form and
      substance satisfactory to the parties hereto:

    


    (a)           Bills
      of sale, special warranty deeds, assignments and other instruments of transfer
      and documents as shall be appropriate to carry out the intent of this Agreement
      and sufficient to sell, assign, convey and transfer good and valid (or in the
      case of Real Property, good and marketable) title to the Acquired Assets to
      Buyer, subject only to Permitted Encumbrances;

    (b)           Assignments
      of all Sellers’ domain names and other Rights relating to the
      Publications;

    (c)           Any
      consents to assignments from third parties obtained by Sellers relating to
      the
      Material Contracts that require such consent as shown on Schedule 3.9, as
      well as any other consents obtained by Sellers;

    (d)           Receipt
      for the Purchase Price;

    (e)           If
      agreed upon prior to Closing, commercially reasonable transition services
      agreements among Sellers and Buyer executed by Sellers, in form and substance
      mutually agreeable to Sellers and Buyer, which, among other things, shall
      provide for Sellers to continue to provide certain services with respect to
      the
      Publications for various periods of time after the Closing Date (the “Transition
      Services Agreements”);


    
      
        
        

      

      
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    (f)           Non-competition
      and non-solicitation agreements among Morris Communications, Sellers and Buyer
      executed by Morris Communications and Sellers in form and substance mutually
      agreeable to Sellers and Buyer (the “Non-Competition
      Agreements”).  The Non-Competition Agreements shall provide that,
      among other things, until the fifth anniversary (or, with respect to
      non-newspaper products, the third anniversary) of the Closing Date, none of
      Morris Communications or Sellers will, whether as a partner, principal,
      stockholder, member of in any other equity investment or profits interest
      capacity, directly or indirectly, either alone or in concert with others, (i)
      establish or launch, be connected with or and or otherwise assist any daily,
      bi-weekly or weekly newspaper or other publication, either in print or online,
      which is primarily targeted at and is primarily intended to serve any portion
      or
      portions of or any or all of the counties which any of the Publications
      currently serve (collectively, the “Territory”), or (ii) acquire any equity or
      profits or other financial interest in any such daily, bi-weekly or weekly
      newspaper or other publication (other than a non-controlling or non-management
      interest of any publicly owned company), Notwithstanding anything to the
      contrary contained herein, the foregoing restrictions  in clauses
      (i)–(ii) will not apply with respect to (A) any of Morris Communications or
      Sellers’ businesses (other than the Publications) as in effect (and to the same
      scope and extent) as of the date hereof, (B) any “national” publications not
      intended to primarily or exclusively serve any or all of the Territory, (C)
      non-newspaper publications focused on the metropolitan areas of Kansas City,
      Kansas or Missouri; Orlando, Florida; Knoxville, Tennessee;  or
      Wichita, Kansas which do not directly or indirectly solicit local advertisers
      within or focused on the Territory, and (D) new publications similar to existing
      (on the date hereof) Morris Communications visitor, niche or other non-newspaper
      publications (such as Where, Guest Informant, Best Read Guides or Skirt
      Magazines) focused on the Kansas City, Kansas or Missouri metropolitan area
      which may solicit advertisers within such area.  For purposes of the
      Non-Competition Agreements, “newspapers” shall include daily and weekly
      publications, as well as similar on-line publications, which deal with the
      general dissemination of news.  In addition, none of Morris
      Communications or Sellers will, whether as a partner, principal, stockholder,
      member of in any other equity investment or profits interest capacity, directly
      or indirectly, either alone or in concert with others, until the third
      anniversary of the Closing Date, recruit or hire (other than as a result of
      a
      general solicitation), or otherwise solicit for employment, any employees,
      or
      former employees of the Publications hired by Buyer or its


    
      
        
        

      

      
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    Affiliates
      at the Closing within six (6) months following their termination of employment
      with Buyer or its Affiliates (provided that the restriction in this sentence
      shall not apply to any such employees terminated by Buyer or its Affiliates;
      and
      provided further that the restrictions in this sentence shall only apply until
      the first anniversary of the Closing Date  with respect to any such
      employees who voluntarily leave the employ or Buyer or its Affiliates without
      any solicitation, inducement or influence of any type by Morris Communications
      or Sellers);

    (g)           Certificates,
      dated as of the Closing Date, of an appropriate officer of Morris Communications
      and each Seller as to approval of Morris Communications and each Seller relating
      to this Agreement and the transactions contemplated hereby;

    (h)           Certificates
      of an appropriate officer of Morris Communications and each Seller certifying
      the fulfillment of the conditions set forth in Sections 8.1(a) and 8.1(b)
      below;

    (i)           A
      certificate of an appropriate officer of each Seller as to its status as a
      non-foreign entity; and

    (j)           Such
      other certificates, instruments and documents as are required to be delivered
      by
      Morris Communications and Sellers pursuant to the terms of this Agreement or
      as
      may be reasonably requested by Buyer.

    


    2.3           Deliveries
      by Buyer.  At the Closing, Buyer will
      deliver to Sellers the following, each of which shall be in form and substance
      satisfactory to the parties hereto:

    


    (a)           Funds
      equal to the Cash Portion in such manner as described in Section 1.5
      above;

    (b)           The
      Note, duly executed by GateHouse Media;

    (c)           An
      instrument of assumption pursuant to which Buyer shall assume the Assumed
      Liabilities as provided in Section 1.3 hereof

    (d)           The
      Transition Services Agreements, if agreed upon prior to Closing, executed by
      Buyer;

    (e)           The
      Non-Competition Agreements, executed by Buyer;

    (f)           Certificate
      dated the Closing Date, of an officer of Buyer and GateHouse Media as to the
      approval of Buyer and GateHouse Media relating to this Agreement and the
      transactions contemplated hereby;

    (g)           Certificate
      of an officer of Buyer and GateHouse Media certifying the fulfillment of the
      conditions set forth in Sections 7.1(a) and 7.1(b) below; and


    
      
        
        

      

      
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    (h)           Such
      other certificates, instruments and documents as are required to be delivered
      by
      Buyer and GateHouse Media pursuant to the terms of this Agreement or as may
      be
      reasonably requested by Sellers.

    


    2.4           Taking
      of Necessary Action; Further Action. If, at any time after the
      Closing, any further action is necessary to carry out the intent or purposes
      of
      this Agreement and to vest Buyer with full right, title and possession to all
      assets, property, rights, privileges, powers and franchises of Sellers in the
      Acquired Assets and the Publications, Sellers will take all such lawful and
      necessary action and execute all such documents or agreements as may be
      reasonably requested by Buyer.

    


    


    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND MORRIS COMMUNICATIONS

    


    


    Morris
      Communications and Sellers, jointly and severally represent and warrant to
      Buyer
      and GateHouse Media  that the statements contained in this Article III
      are correct and complete as of the date of this Agreement and will be correct
      and complete as of the Closing Date, except as may be set forth in the
      disclosure schedules delivered pursuant hereto.  Disclosure made in a
      specific section or subsection of the disclosure schedules shall not be deemed
      to have been made with respect to any other section or subsection herein unless
      an explicit cross-reference appears in such disclosure schedule to that effect
      or such disclosure is reasonably apparent on its face.

    


    3.1           Organization;
      Qualification.  Each Seller is duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its respective organization or incorporation.  Each
      Seller has the full power and authority to own and operate the Acquired Assets
      (excluding the Mastheads) and carry on the business and operations of the
      Publications as are now being conducted.  Each Seller has the full
      power and authority to own the Masthead and the Rights.  Each Seller
      (a) is duly qualified to do business and in good standing, and is duly
      licensed, authorized or qualified to transact business in each jurisdiction
      in
      which the ownership or lease of real property or the conduct of its business
      related to the Publications requires it to be so


    
      
        
        

      

      
        -16-

        
        

      

      
        
        

      

    


    qualified,
      and (b) has all Permits (as defined in Section 3.16) necessary to own its
      properties and assets and carry on its business related to the Publications
      as
      it is now being conducted, except in each case, for any failures to be so
      qualified or licensed, or to have such Permits which would not, individually,
      or
      in the aggregate have or be reasonably expected to have a Material Adverse
      Effect (as defined in Section 3.4 hereof).  Any applications for the
      renewal of any such Permits related to the Publications that are due prior
      to
      the Closing Date have been timely made or filed by Sellers prior to the Closing
      Date. No proceeding to renew, suspend, modify, suspend, revoke, withdraw,
      terminate or otherwise limit any such Permit related to the Publications is
      pending or threatened.

    


    3.2           Authority
      Relative to this Agreement.  Each of Morris
      Communications and each Seller has the full power, authority and legal right
      to
      execute and deliver this Agreement and to consummate the transactions and
      perform its obligations as contemplated hereby.  The execution and
      delivery of this Agreement and the consummation of the transactions contemplated
      hereby have been duly and validly authorized by all necessary action, and this
      Agreement has been duly and validly executed and delivered by Morris
      Communications and Sellers and, assuming due authorization, execution and
      delivery by Buyer and GateHouse Media, constitutes a legal, valid and binding
      obligation of Morris Communications and Sellers enforceable against Morris
      Communications and Sellers in accordance with its terms, except as may be
      limited by applicable bankruptcy, insolvency or similar law affecting the rights
      of creditors generally.

    


    3.3           Income
      Statements.Schedule 3.3 sets forth (a) the
      unaudited consolidated statement of income (before taxes and interest) of the
      Publications for the fiscal year ended December 31, 2006 and (b) unaudited
      consolidated statement of income (before taxes and interest) of the Publications
      for the period through June 30, 2007 (the “Income Statement Date”) (the
      financial statements referred to in clauses (a) and (b) being “Income
      Statements”).  Morris Publishing operates (and reports its financial
      results) as a single operating segment.  Accordingly, separate balance
      sheets, income statements or other financial statements are not maintained
      for
      the Publications as a group, or for any individual Publication.  The
      Income Statements were prepared,  (i) specifically in contemplation of
      this Agreement, (ii) following the guidance of the Securities and Exchange
      Commission (the “SEC”) for preparing full carve-out income


    
      
        
        

      

      
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    statements
      (but disregarding interest and taxes, as described in Schedule 3.3),
      (iii) from Morris Publishing’s consolidated statements of income, and (iv)
      on the accrual basis in accordance with GAAP.  Schedule 3.3
      also sets forth a true and complete line item reconciliation of such Income
      Statements to GAAP and to the requirements for “carve out” financial
      statements.  The Income Statements reflect fees for management and
      shared services paid to Affiliates and allocations of shared expenses based
      upon
      various factors (such as a percentage of circulation, advertising revenue,
      total
      revenue, newsprint consumption or employees) deemed by Morris Publishing as
      of
      the Income Statement Date to be appropriate for such expenses, but no attempt
      has been made to determine what such costs would have been if the Publications
      had been operated on a stand-alone basis.  Subject to the foregoing,
      the Income Statements fairly present in all material respects the results of
      operations of the Publications (before interest and taxes) for the periods
      covered thereby and have been prepared in conformity with Sellers Accounting
      Practices.  The Working Capital History has been prepared in
      accordance with Sellers Accounting Practices and consistent with past
      practice.  Sellers shall deliver on the Closing Date to Buyer a
      schedule of the Publications’ outstanding accounts receivable as of the Closing
      Date.  All such accounts receivable have arisen in the ordinary course
      of business consistent with past practice and represent bona fide indebtedness
      incurred by the applicable account debtor and have been properly adjusted for
      bankrupt and other uncollectible accounts in accordance with Sellers Accounting
      Practices.  Assuming reasonable collection efforts by Buyer, Morris
      Communications and Sellers have no reason to believe that such accounts
      receivable would not be collectible (net of Sellers’ reserves for uncollectible
      receivables established by Sellers in the ordinary course of business consistent
      with past practice).

    


    3.4           Business
      Since the Income Statement Date.  Except
      as set forth on Schedule 3.4, since the Income Statement Date, the
      business of the Publications has been conducted in the ordinary course of
      business and in substantially the same manner as it was before the Income
      Statement Date.  Since the Income Statement Date, there has been no
      change in the business, condition (financial or otherwise), properties,
      operations or prospects of the Publications or other event or occurrence which
      has had or would reasonably be expected to have a material adverse effect on
      the
      business, operations, properties, condition or prospects (financial or
      otherwise) of the Publications taken as a whole (“Material Adverse Effect”) as
      of the Closing Date.


    
      
        
        

      

      
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    3.5           Non-Contravention;
      No Defaults.

    


    (a)            Except
      as disclosed in Schedule 3.5, the execution, delivery and performance of
      this Agreement by Sellers and Morris Communications will not (i) conflict
      with any provision of the governing documents of Morris Communications or
      Sellers, (ii) result in a default (or give rise to any right of
      termination, cancellation or acceleration), with notice or passage of time
      or
      both, under or conflict with any of the terms, conditions or provisions of
      any
      Material Contract (as defined in Section 3.9), note, bond, mortgage or other
      instrument, obligation or agreement relating to the business or operation of
      the
      Publications or to which any of the Acquired Assets may be subject, except
      for
      any such defaults which would not, individually or in the aggregate, have or
      be
      reasonably expected to have a Material Adverse Effect or a material adverse
      effect on Morris Communications’ or Sellers’ ability to consummate the
      transactions contemplated hereby, (iii) violate any law, statute, rule,
      regulation, order, injunction or decree of any government or any agency, bureau,
      board, commission, court, department, officer, official, employee, agent,
      political subdivision, tribunal or other instrumentality of any government,
      whether federal, state, local or foreign (each a “Governmental Authority”)
      applicable to Sellers or any of the Acquired Assets except for any such
      violations which would not individually or in the aggregate, have, or be
      reasonably expected to have a Material Adverse Effect or a material adverse
      effect on Sellers’ ability to consummate the transactions contemplated hereby,
      or (iv) result in the creation or imposition of any Lien of any nature
      whatsoever on any of the Acquired Assets.

    


    (b)           Except
      for the required consents with respect to the contracts referred to in
      Section 3.9 and the requirements of the Hart-Scott-Rodino Antitrust
      Improvements Act of 1976, as amended (the “Hart-Scott-Rodino Act”), neither
      Morris Communications nor any Seller is required to submit any notice, report
      or
      other filing with, or obtain any consent, approval or waiver from, any
      Governmental Authority or any other third party in connection with the
      execution, delivery or performance of this Agreement  or the
      consummation of the transactions contemplated hereby, except for any such
      failure which would not individually or in the aggregate have or
      be


    
      
        
        

      

      
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    reasonably
      expected to have a material adverse effect on Sellers’ ability to consummate the
      transactions contemplated hereby.

    


    3.6           Undisclosed
      Liabilities.  Sellers have no obligation
      or liability required to be reflected or reserved against in any of the Income
      Statements in accordance with GAAP which is not fully reflected or reserved
      against in such Income Statements except for liabilities which have arisen
      after
      the Income Statement Date in the ordinary course of business consistent with
      past practice, liabilities disclosed in the disclosure schedules delivered
      pursuant hereto, Excluded Liabilities and Taxes payable to Morris Communications
      pursuant to Sellers’ Tax sharing agreement with Morris Communications as set
      forth in Section 1.2(l).

    


    3.7           Licenses
      and Authorizations.  All Permits
      required to own the Acquired Assets and to conduct the business of the
      Publications are held by Sellers and are in full force and effect with no
      violations of any of them having occurred except for any such violations which
      would not, individually or in the aggregate, have or be reasonably expected
      to
      have a Material Adverse Effect.  All such material Permits known by
      Sellers without further inquiry are listed in Schedule
      3.7.  Prior to the Closing, Sellers shall update Schedule
      3.7 to include all material Permits.  Except as disclosed in
Schedule 3.7, no proceeding is pending or, to the knowledge of
      Sellers, threatened, seeking the suspension, revocation, modification,
      cancellation or limitation of any such Permit and, to the knowledge of Morris
      Communications and Sellers, there is no basis for taking any such
      action.

    


    3.8           Condition
      and Adequacy of the Acquired Assets;
      Title.  Except as disclosed in
Schedule 3.8, the material tangible assets included
      in the Acquired
      Assets, taken as a whole, are in adequate operating condition and repair,
      ordinary wear and tear excepted, and are adequate and suitable in accordance
      with general industry practices and applicable law for the purposes for which
      they are currently used.  Each of Sellers has good, valid and
      marketable title to all of the Acquired Assets which such Seller purports to
      own
      free and clear of all security interests, mortgages, conditional sales
      agreements, charges, liens and other encumbrances (collectively, the “Liens”),
      except for Permitted Encumbrances (as defined in Section 3.10(c)
      below).  All inventory of Sellers included in the Acquired Assets is
      useful in the ordinary course of business


    
      
        
        

      

      
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    and
      operation of the Publications and none of which is slow-moving, obsolete,
      damaged or defective.  Without limiting the generality of any of the
      foregoing, except as indicated on Schedule 3.8, Sellers do not use
      furniture, fixtures, equipment, inventory or supplies in connection with the
      operation of the Publications which they do not own.  Except for the
      Excluded Assets or as indicated on Schedule 3.8, the Acquired Assets are,
      in the aggregate, all of the assets which are necessary to operate the
      Publications in the manner in which the Publications were operated during the
      12-month period ending on the Income Statement Date and since such time, except
      for additions thereto and deletions therefrom in the ordinary course of business
      and consistent with past practice.  No asset primarily used in the
      Publications or the Acquired Assets is located in Morris Communications
      corporate headquarters or at any location not included in the Acquired
      Assets.

    


    3.9           Contracts
      and Arrangements.Schedule 3.9 lists the
      following written, oral, implied or other agreements, contracts, understandings,
      arrangements, instruments, notes, guaranties, indemnities, representations,
      warranties, deeds, assignments, powers of attorney, certificates, purchase
      orders, work orders, insurance policies, benefit plans, commitments, covenants,
      assurances and undertakings of any nature relating primarily to the Publications
      or the Acquired Assets (collectively, the “Material Contracts”), to which any of
      Sellers is a party:

    


    (a)           Sales
      agency or advertising representation contracts involving annual consideration
      of
      more than $100,000;

    (b)           Contracts
      for the future construction or purchase of capital improvements, purchase of
      materials, supplies or equipment, or for the sale of assets involving annual
      consideration of more than $100,000;

    (c)           Consulting
      contracts, employment agreements or freelance agreements involving annual
      consideration of more than $100,000;

    (d)           Licenses
      or agreements involving annual consideration of more than $100,000 under which
      Sellers are authorized to publish materials supplied by others in future issues
      of the Publications;

    (e)           Leases
      or subleases of Real Property (collectively, the “Real Property
      Leases”);

    (f)           Leases
      of any personal property involving annual consideration of more than
      $100,000;


    
      
        
        

      

      
        -21-

        
        

      

      
        
        

      

    


    (g)           All
      contracts which are licenses and sublicenses (in which any of Sellers is
      licensor or licensee) involving annual consideration of more than
      $100,000;

    (h)           Any
      contract for the purchase or sale of products, or other personal property,
      or
      for the furnishing or receipt of services, involving annual consideration of
      more than $100,000;

    (i)           Any
      contract concerning a partnership or joint venture;

    (j)           Any
      contract under which Sellers have created, incurred, assumed, or guaranteed
      any
      indebtedness for borrowed money or pursuant to which Sellers have advanced
      or
      loaned money;

    (k)           Any
      contract with any Affiliates of Sellers, or any entity in which any Affiliates
      of Sellers holds an equity or any other economic interest;

    (l)           Any
      contract concerning non-disclosure, confidentiality or
      noncompetition;

    (m)           Any
      contract under which the consequences of a default or termination could have
      an
      effect on the business, financial condition, operations, results of operations,
      or future prospects of any of Sellers in an amount in excess of $100,000;
      or

    (n)           Any
      other contract (or group of related contracts) the performance of which involves
      consideration in excess of $100,000, or cannot be terminated without penalty,
      payment or breach on ninety (90) days or less notice.

    


    Schedule
      3.9 also specifies those Material Contracts, the assignment of which
      requires the consent of a third party.  Provided that any requisite
      consent to the assignment of Material Contracts to Buyer is obtained, each
      of
      the contracts and leases which is assigned to and assumed by Buyer on the
      Closing Date is valid and in full force and effect.  There is no
      existing default, event of default or other event under such Material Contracts
      which, with or without notice or lapse of time or both, would constitute a
      default or an event of default by Sellers under any such contract.  To
      the knowledge of Seller, there is not, under any of the Material Contracts,
      any
      existing default or event of default which, with or without notice or lapse
      of
      time or both would constitute a default or event of default on the part of
      any
      other party thereto.  Prior to the Closing Date, Sellers will make
      available to Buyer true, correct and complete copies (or written summaries
      of
      oral contracts) of all of the Material Contracts.


    
      
        
        

      

      
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    3.10           Real
      Property.

    


    (a)           All
      of the real property owned by Sellers and used primarily in the business and
      operation of the Publications is identified on Schedule 3.10(a), together
      with all buildings, structures, residences, fixtures, landscaping, utility
      lines, roads, driveways, fences, parking areas, contiguous and adjacent entry
      rights, construction in progress, and all other improvements to such real
      property that are owned by Sellers or any Affiliate, located in and upon such
      real property, and used primarily in the business and operation of the
      Publications, together with all rights, privileges, and easements appurtenant
      to
      the foregoing (all of the foregoing collectively referred to as the “Owned Real
      Property”);

    (b)           Schedule
      3.10(b) sets forth a complete and accurate list of all leasehold interests
      of Sellers used primarily in the business and operation of the Publications
      (the
“Leased Real Property”).  The Leased Real Property and the Owned Real
      Property are collectively referred to as the “Real Property”.

    (c)           Good
      and marketable fee title to each parcel of Owned Real Property disclosed on
      Schedule 3.10(a) is owned by Sellers set forth on such schedule, free and
      clear of any Liens, easements, rights-of-way, licenses, use restrictions,
      claims, charges, options, rights of first offer, rights of first refusal or
      title defects, of any nature whatsoever, except for Permitted Encumbrances
      (as
      defined below).  As used in this Agreement, the term “Permitted
      Encumbrances” means (i) Liens for Taxes not yet due and payable; (ii) Liens for
      Taxes which are being contested in good faith and by appropriate proceedings
      in
      the amount of which a reserve has been created and set forth on the Closing
      Date
      Balance Sheet; (iii) carriers’, warehousemen’s, mechanics’, materialmen’s,
      repairmen’s or other like Liens arising in the ordinary course of business
      consistent with past practice or which are being contested in good faith and
      by
      appropriate proceedings in the amount of which a reserve has been created on
      the
      Closing Date Balance Sheet (which reserve under clauses (ii) or (iii) shall,
      to
      the extent Sellers are successful in finally, definitively and irrevocably
      contesting any such Liens and Buyer effectively gets the benefit thereof, will
      upon written notice and delivery of satisfactory proof thereof, be refunded
      to
      Sellers); (iv) easements, rights-of-way, encroachments, licenses,
      restrictions, conditions and other similar encumbrances which do not materially
      interfere with the current use of any of the Owned Real
      Property;


    
      
        
        

      

      
        -23-

        
        

      

      
        
        

      

    


    (d)           Each
      Seller has a valid and enforceable interest in each parcel of Leased Real
      Property disclosed in Schedule 3.10(b) as being leased by such Seller;
      and

    (e)           There
      is no action or proceeding pending or, to the knowledge of Sellers, threatened
      by any Governmental Authority for assessment or collection of past-due Taxes,
      impact fees or special assessments affecting any part of any Owned Real
      Property, and no condemnation or eminent domain proceeding is pending or, to
      the
      knowledge of Sellers, threatened against any part of any Real
      Property.

    (f)           Except
      as set forth in Schedule 3.10(f), none of the Real Property is located
      within a flood plain or lakeshore erosion hazard area, fresh water wetlands
      as
      defined under applicable laws or coastal zone management area protected,
      regulated or controlled by any laws.

    (g)           Except
      as set forth in Schedule 3.10(g) (which schedule is as of the date hereof
      prepared to Sellers’ knowledge without further inquiry and which schedule will,
      prior to Closing, be updated to Sellers’ knowledge after due
      inquiry),  (i) the Facilities are in an adequate state of repair and
      condition, ordinary wear and tear excepted; (ii) there are no conditions or
      defects which pose a significant danger to life or human health existing upon
      or
      in the Facilities; (iii) there are no structural defects in the Real Property
      that would adversely affect the operation of any of the Facilities as presently
      conducted; and (iv) there are no life safety code deficiencies or other survey
      requirements which are not subject to waiver or currently the subject of a
      plan
      of correction which is being implemented.

    (h)           Except
      as set forth in Schedule 3.10(h) (which schedule is as of the date hereof
      prepared to Sellers’ knowledge without further inquiry and which schedule will,
      prior to Closing, be updated to Sellers’ knowledge after due inquiry), all
      buildings, structures, fixtures, building systems and equipment, and all
      components thereof, including the roof, foundation, load-bearing walls and
      other
      structural elements thereof, heating, ventilation, air conditioning, mechanical,
      electrical, plumbing and other building systems, environmental control,
      remediation and abatement systems, sewer, storm and waste water systems,
      irrigation and other water distribution systems, parking facilities, fire
      protection, security and surveillance systems, and telecommunications, computer,
      wiring and cable installations, included in any Real Property (collectively,
      the
“Improvements”) are in adequate condition and repair, have been appropriately
      and routinely maintained, and are sufficient for the business and operation
      of
      the Publications. Except as set forth in Schedule 3.10(h), to Sellers’
and Morris Communications’ knowledge,


    
      
        
        

      

      
        -24-

        
        

      

      
        
        

      

    


    there
      are
      no structural deficiencies or latent defects affecting any of the Improvements
      and there are no facts or conditions affecting any of the Improvements which
      would, individually or in the aggregate, interfere in any respect with the
      use
      or occupancy of the Improvements or any portion thereof in the operation of
      the
      Publications as currently conducted thereon.

    (i)           The
      current use and occupancy of the Real Property and the business and operation
      of
      the Publications as currently conducted thereon do not violate any easement,
      covenant, condition, restriction or similar provision in any instrument of
      record or other unrecorded agreement affecting such Real Property except for
      any
      such violations, which would not, individually or in the aggregate, have or
      be
      reasonably expected to have a material adverse effect on such Real Property
      or
      Buyer’s intended use of such Real Property or the continued business and
      operation of the Publications as currently conducted therein. Sellers have
      not
      received any notice of violation of any such documents, and to their knowledge
      there is no basis for the issuance of any such notice or the taking of any
      action for such violation.

    (j)           None
      of the Improvements encroach on any land which is not included in the Real
      Property or on any easement affecting such Leased Real Property, or violate
      any
      building lines or set-back lines, and there are no encroachments onto any of
      the
      Real Property, or any portion thereof, which encroachment would interfere with
      the use or occupancy of such Real Property or the continued business and
      operation of the Publications as currently conducted thereon except for any
      such
      violations, which would not individually or in the aggregate, have or be
      reasonably expected to have a material adverse effect on such Real Property
      or
      Buyer’s intended use of such Real Property or the continued business and
      operation of the Publications as currently conducted therein.

    (k)           
      There are no taxes, assessments, fees, charges or similar costs or expenses
      imposed by any Governmental Authority, association or other entity having
      jurisdiction over the Real Property with respect to any Real Property or portion
      thereof which are delinquent.

    (l)           Prior
      to the Closing, all Liens under all of Sellers’ existing secured financing
      arrangements will be released (the “Bank Liens”).  Notwithstanding
      anything to the contrary contained herein, the existence of Bank Liens shall
      not
      be considered a breach of any representation or warranty hereunder, provided
      such Bank Liens are released at Closing.


    
      
        
        

      

      
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    3.11           Intellectual
      Property.  Except for the Excluded
      Assets (as defined in Section 1.2) and any matter relating thereto, all Rights
      are valid, in good standing and uncontested.  The Rights include, but
      are not limited to, those Rights of Sellers relating to the business and
      operation of the Publications or related to the ownership of any of the Acquired
      Assets as set forth in Schedule 3.11.  Sellers possess adequate
      rights, licenses or other authority necessary to use and own the Acquired
      Assets, to use and own the Rights and to conduct the business and operations
      of
      the Publications as currently conducted.  Sellers have not received
      any notice with respect to any alleged infringement or unlawful or improper
      use
      of any Rights owned or alleged to be owned by others.  Neither any
      Affiliate of Sellers nor any officer or employee of Sellers has any interest
      in
      any Rights, all of which are free and clear of any Lien.  Sellers have
      no knowledge of any infringement of any of the Rights.

    


    3.12           Litigation
      and Compliance with Laws.  Except as set
      forth on Schedule 3.12:  (a) the Publications have not
      been operating under or subject to, or in default with respect to, any order,
      writ, injunction, judgment or decree of any Governmental Authority;
      (b) neither Sellers nor any of their agents or Affiliates has received any
      inquiry, written or oral, from any such authority concerning any of the
      operations or business of the Publications during the two (2) year period prior
      to the date of this Agreement; (c) there is no litigation, claim or arbitration
      pending by or against, or to the knowledge of Seller or its Affiliates,
      threatened against, Sellers, the Publications or Sellers’  agents or
      Affiliates related to or affecting any of the Acquired Assets or the operation
      of the Publications, including without limitation, any litigation, arbitration
      or claim relating to any union or union activities; and (d) Sellers and
      their Affiliates have complied with all laws, regulations, orders or decrees
      applicable to Sellers, the Acquired Assets and the Publications and the present
      uses by Seller of the Acquired Assets and the business and operation of the
      Publications do not violate any such laws, regulations, orders or decrees except
      for any such violations, which would not individually or in the aggregate,
      have
      or be reasonably expected to have a Material Adverse Effect.

    


    3.13           Labor
      Relations and Employment Issues; Employee Benefit Programs;
      ERISA.

    (a)  Schedule 3.13(a)
      lists as of the date shown thereon, which date shall be no earlier than ten
      (10)
      days prior to the date hereof, the names and salaries, compensation, wages
      or
      rates of


    
      
        
        

      

      
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    commission,
      date of employment (with Sellers or, if applicable, the prior owner of any
      of
      the Publications) and job title of all the full and part-time employees of
      Sellers primarily serving the Publications and/or the Acquired Assets (the
      “Publication Employees”); provided, however, that the Schedule 3.13(a)
      delivered concurrently with this Agreement does not include (i) independent
      contractors or other non-employees, or (ii) local incentive arrangements for
      local department heads.  Schedule 3.13(a) will be updated by
      Sellers prior to the Closing to reflect a date no earlier than ten (10) days
      prior to the Closing and to include the omitted information described in clause
      (ii) of the provisio of the preceding sentence.  The term “Publication
      Employees” does not include any of Sellers’ employees based in Sellers’ home
      offices in Augusta, Georgia but for purposes of this Section 3.13 does include
      employees, independent contractors or other persons providing services for
      or on
      behalf of the Publications.

    (b)           Except
      as set forth in Schedule 3.13(b), (i) Sellers have not entered into any
      collective bargaining agreement or other contract with any employee, union,
      labor organization or other employee representative or group of employees and,
      to the knowledge of Sellers and Morris Communications, no such organization
      or
      person has made or is making any attempt to organize or represent any employees
      of Sellers, in each case related to the Publications and/or the Acquired Assets;
      (ii) there is no pending grievance or arbitration and no unsatisfied or
      unremedied grievance or arbitration award against Sellers or any agent,
      representative or employee of Sellers, in each case related to the Publications
      and/or the Acquired Assets and, to the knowledge of Sellers, there is no basis
      for any such grievance or arbitration; (iii) there is no unfair labor practice
      charge, pending trial of unfair labor practice charges, unremedied unfair labor
      practice finding or adverse decision of the National Labor Relations Board
      or
      any Governmental Authority, against Sellers or any agent, representative or
      employee of any of Sellers, in each case related to the Publications and/or
      the
      Acquired Assets and, to the knowledge of Sellers, there is no basis for any
      such
      unfair labor practice charge; and (iv) there is no labor dispute, strike or
      work
      stoppage pending or, to the knowledge of Sellers, threatened, in writing, with
      respect to Sellers or their employees, in each case related to the Publications
      and/or the Acquired Assets.

    (c)           Without
      limiting the generality of Section 3.12, Sellers are in full compliance with
      all
      applicable laws, rules, regulations, standards and contracts relating to
      employment, in each case related to the Publications and/or the Acquired Assets,
      including those relating to wages, hours,


    
      
        
        

      

      
        -27-

        
        

      

      
        
        

      

    


    working
      conditions, hiring, promotion, occupational health and safety (including those
      dealing with employee handling or use of or exposure to hazardous or toxic
      substances and the training of employees with respect to such substances),
      except for any instances of non-compliance which would not, individually or
      in
      the aggregate, have or be reasonably expected to have a Material Adverse Effect
      and the payment and withholding of Taxes and other similar obligations, and
      neither Sellers nor any of their Affiliates have received any notice of any
      actual or alleged violation of any such law, rule, regulation, standard or
      contract.  Sellers are in full compliance with all applicable
      affirmative action and equal employment opportunity obligations arising under
      any state or Federal law, regulation, executive order or ordinance or any
      contract or subcontract with any Governmental Authority or other entity or
      person except for any instances of non-compliance which would not individually
      or in the aggregate, have or be reasonably expected to have a Material Adverse
      Effect.  Sellers have withheld from the wages and salaries of its
      Publication Employees as is required by law and are not liable for any arrears
      of wages or any tax or penalty in connection therewith.

    (d)           Without
      limiting the generality of Section 3.13, except as set forth in Schedule
      3.13, and except as would not, individually or in the aggregate have or
      reasonably be expected to have a Material Adverse Effect, there is no
      employment-related claim, cause of action, grievance, judgment or other adverse
      charge, allegation or decision of any kind, in each case related to the
      Publications and/or the Acquired Assets (including any in the nature of
      employment discrimination of any type, breach of contract, wrongful discharge,
      retaliation, health, safety or right-to-know violations, child labor violations
      or non-payment of wages, benefits or wage supplements), under any law, rule,
      regulation, standard, collective bargaining agreement or other contract, pending
      or threatened against Sellers or any of their officers, employees or agents,
      and, to the knowledge of Sellers, there is no basis for any such claim, cause
      of
      action, grievance, judgment or other adverse charge or decision.

    (e)           No
      current or former employee of Sellers has made or, to the knowledge of Morris
      Communications or Sellers, threatened any claim against Sellers or any of their
      officers, employees or agents under any law, rule, regulation, standard or
      contract on account of or for overtime pay (other than overtime pay for the
      current payroll period), wages or salary for any period other than the current
      payroll period, vacation, holiday or other time off or pay in lieu thereof
      (other than time off or pay in lieu thereof earned in respect of the current
      year), or any


    
      
        
        

      

      
        -28-

        
        

      

      
        
        

      

    


    violation
      of any law, rule, regulation, standard or contract relating to the payment
      of
      wages, fringe benefits, wage supplements or hours of work in each case as it
      relates to the Publications and/or the Acquired Assets.

    (f)           Neither
      Sellers nor Buyer are, nor immediately after the Closing will be, liable for
      severance pay or any other payment of monies to any Publication Employees as
      a
      result of the execution of this Agreement or the parties’ performance of its
      terms, or for any other reason in any way related to the consummation of the
      transactions contemplated hereby, including any change of ownership of the
      Publications.

    (g)     

        (i)         
       Sellers have delivered (or will deliver supplementally prior to Closing)
      to Buyer true, complete and accurate summaries of each employment, bonus,
      incentive, deferred compensation, pension, stock purchase, stock option, stock
      appreciation right, profit-sharing or retirement plan, arrangement or practice,
      each material medical, vacation, retiree medical, group insurance and severance
      pay plan, and each other material agreement or fringe benefit plan, arrangement
      or practice, of Morris Communication or Sellers, whether legally binding or
      not,
      including all “employee benefit plans,” as defined in Section 3(3) of the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which
      currently cover one or more Publication Employees (“Employee Benefit
      Programs”).  Morris Communications and Sellers and their respective
      ERISA Affiliates (as defined below) have complied, in all material respects,
      with the terms of all Employee Benefit Programs and all laws with respect to
      such programs, including the Code (as defined in Section 3.19) and ERISA, and
      no
      default exists with respect to the obligations of Morris Communications or
      Sellers or any of their respective ERISA Affiliates under any such Employee
      Benefit Programs as it relates to the Publication Employees.  The
      Buyer shall not incur, and could not reasonably be expected to incur (by
      operation of law or otherwise), any liability under any Employee Benefit Program
      and/or other employee benefit or compensation plans, programs or arrangements
      associated with the Publications, Morris Communications, Sellers or their
      respective ERISA Affiliates, as part of the transactions contemplated by this
      Agreement or otherwise,  except to the extent of liabilities for paid
      time off that are included as Assumed Liabilities pursuant to Section
      1.3(a)(iv).

        (ii)           Except
      as set forth on Schedule 3.13(g), neither Morris Communications, Sellers
      nor any of their respective ERISA Affiliates has made a complete or partial
      withdrawal, within the meaning of Section 4201 of ERISA, from any multiemployer
      plan which covered one or more


    
      
        
        

      

      
        -29-

        
        

      

      
        
        

      

    


    employees
      of Sellers, in each case related to the Publications and/or the Acquired Assets
      which has resulted in, or could result in, any withdrawal
      liability.  Except as set forth on Schedule 3.13(g) none of
      Sellers nor, to Sellers’ knowledge, any predecessor owner of any of the
      Publications have, nor have Sellers’ or Morris Communications’ or any of their
      respective ERISA Affiliates, ever maintained or contributed to a multiemployer
      plan.

        (iii)           Neither
      Morris Communications, Sellers nor any of their respective ERISA Affiliates
      has
      provided or is required to provide, security to any pension plan or to any
      single-employer plan which covered one or more employees of the Publications
      at
      any time during 2006-2007 pursuant to Section 401(a)(29) of the
      Code.

        (iv)           Sellers,
      Morris Communications and their respective ERISA Affiliates have complied in
      all
      material respects with the health care continuation coverage provisions of
      the
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, Section
      4980B of the Code, Title I Part 6 of ERISA, in each case related to the
      Publication Employees and any similar state group health plan continuation
      law,
      together with all regulations and proposed regulations promulgated thereunder
      with respect to any events occurring prior to and including the Closing
      Date.

        (v)           “ERISA”
      means the Employee Retirement Income Security Act of 1974, as amended, and
      the
      regulations thereunder.  “ERISA Affiliate” means, with respect to any
      entity, trade or business, any other entity, trade or business that is a member
      of a group described in Section 414(b), (c), (m) or (o) of the Code or Section
      4001(b)(1) of ERISA that includes the first entity, trade or business, or that
      is a member of the same “controlled group” as the first entity, trade or
      business pursuant to Section 4001(a)(14) of ERISA.

    


    3.14           [INTENTIONALLY
      OMITTED]

    


    3.15           Changes.  Except
      as shown on Schedule 3.15 to this Agreement, since the Income Statement
      Date, Sellers have not, with respect to the business and operation of the
      Publications: (a) mortgaged, pledged or subjected to a Lien, any of the Acquired
      Assets; (b) sold, leased, removed or transferred any material asset used or
      useful in the business or operation of the Publications; or (c) increased
      the compensation payable or to become payable to any Publication Employee or
      agent, except increases in accordance with historical
      practices.


    
      
        
        

      

      
        -30-

        
        

      

      
        
        

      

    


    3.16           Environmental
      Matters.

    


    (a)           Except
      as set forth on Schedule 3.16, Sellers have, with respect to the
      ownership and operation of the Publications and Real Property, obtained all
      Permits (as defined below) required under all Environmental Laws and are in
      compliance with all Environmental Laws and with all such Permits and there
      have
      been no violations of the Environmental Laws or Permits having or reasonably
      expected to have a Material Adverse Effect.  For purposes of this
      Agreement, “Environmental Law” means all Legal Requirements and Permits
      concerning land use, public health, safety, welfare, or the environment,
      including without limitation the Resource Conservation and Recovery Act, (42
      U.S.C. §§ 6901 et seq.), as amended, and the Comprehensive Environmental
      Response, Compensation, and Response Act (42 U.S.C. §§ 9601 et seq.), as amended
      (“CERCLA”).  For purposes of this Agreement, “Legal Requirements”
means any statute, ordinance, code or other law (including the common law),
      rule, regulation, order, notice, standard, procedure, guideline, or requirement
      enacted, adopted, applied or issued by any Governmental Authority, including,
      without limitation judicial decisions applying or interpreting  any
      such Legal Requirement.  For purposes of this Agreement, “Permit”
shall mean any permit, license, consent, authorization, approval, franchise
      privilege, waiver, exception, variance, exclusionary or inclusionary orders
      and
      other concessions.  All such Permits are current and in full force and
      effect; 

    (b)     Except
      as set
      forth on Schedule 3.16, with respect to the business, ownership and/or
      operation of the Publications and Real Estate, Sellers have not received and,
      to
      the knowledge of Sellers, no other person has received, any notice from any
      Governmental Authority to the effect that Sellers have performed, failed to
      perform, or suffered any act, or that a condition exists, which might reasonably
      give rise to liability to Sellers under CERCLA, nor have Sellers, or, to the
      knowledge of Sellers, any other person, submitted any notice pursuant to
      section 103 of CERCLA to, or responded to any request for information
      pursuant to section 104 of CERCLA from, any Governmental Authority;


    (c)     Except
      as set
      forth on Schedule 3.16, Sellers have not caused or contributed to the
      release or threat of release of any Hazardous Substance, and to the knowledge
      of
      Sellers there exists no Hazardous Substance released, threatened to be released,
      disposed, discharged, dumped or spilled on, at, beneath, from or to the Real
      Property (including without limitation any surface waters or groundwaters
      thereon).  For purposes of this Agreement, “Hazardous Substance” means
      any element, material,


    
      
        
        

      

      
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    chemical,
      compound, mixture or solution defined, designated, listed, classified or
      regulated under any Environmental Law; 

    (d)     Except
      as set
      forth on Schedule 3.16, to the knowledge of Sellers, no Hazardous
      Substance used, generated or handled by the Publications on the Real Property
      or
      elsewhere has been released, disposed, discharged, dumped or spilled on, or
      migrated to or from, any other real property;

     (e)     Sellers
      have
      provided to Buyer true and complete copies of all non-proprietary audits, data,
      reports, investigations or other materials conducted in respect of or concerning
      the environmental condition of the Real Property or the Publications that are
      in  their possession, custody or control; and 

    (f)     Except
      as set
      forth on Schedule 3.16, to the knowledge of Sellers, no underground
      storage tanks or asbestos containing materials are or have been located in,
      on
      or under any portion of the Real Property or structures thereon.

    


    3.17           [INTENTIONALLY
      OMITTED]

    


    3.18           Insurance. Schedule
      3.18
      sets forth a true, correct and complete list of all claims made by Sellers
      or
      Morris Communications under insurance policies of any kind or nature maintained
      as of the date of this Agreement by or on behalf of Sellers or Morris
      Communications and relating to the Publications and/or the Acquired Assets
      which
      are still outstanding, setting forth as to each claim the date, nature and
      amount thereof and its current status, excluding claims for employee health
      benefits or other amounts under Employee Benefit Programs, which amounts and
      claims are Excluded Liabilities.

    


    3.19           Taxes.

    


    (a)
      “Code” means the Internal Revenue Code of 1986, as amended.

    (b)           “Tax”
      or “Taxes” means any federal, state, local, or foreign income, gross receipts,
      license, payroll, employment, excise, severance, stamp, occupation, premium,
      windfall profits, environmental (including taxes under Code § 59A), customs
      duties, capital stock, franchise, profits, withholding, social security (or
      similar), unemployment, disability, real property, personal property, sales,
      use, transfer, registration, value added, alternative or add-on minimum,
      estimated, or other tax of any kind whatsoever, whether computed on a separate
      or consolidated, unitary or combined basis or in any other manner, including
      any
      interest, penalty, or addition


    
      
        
        

      

      
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    thereto,
      whether disputed or not and including any obligation to indemnify or otherwise
      assume or succeed to the tax liability of any other person or
      entity.

    (c)           “Tax
      Return” means any return, declaration, report, claim for refund, or information
      return or statement relating to Taxes, including any schedule or attachment
      thereto, and including any amendment thereof.

    (d)           Except
      as set forth in Schedule 3.19, with respect to the Publications and/or
      the Acquired Assets Sellers have timely filed, after giving effect to any
      applicable extensions, all Tax Returns required to be filed by them, and all
      such Tax Returns were complete and correct at the time of filing and continue
      to
      be complete and correct and were prepared in substantial compliance with
      all applicable laws and regulations.  Sellers have timely paid, after
      giving effect to any applicable extensions, all taxes required to be paid by
      them with respect to the Publications and/or the Acquired Assets whether or
      not
      shown on a Tax Return except amounts being contested in good faith by
      appropriate proceedings.  Sellers are currently not the beneficiary of
      any extension of time within which to file any Tax Return.

    (e)           No
      representative of any taxing authority is asserting in writing or orally any
      material Tax deficiency with respect to the Publications and/or the Acquired
      Assets that has not been adequately reserved for, and no liens in respect of
      Taxes exist (other than liens for Taxes not yet due or for Taxes being contested
      in good faith), with respect to the Acquired Assets or the
      Publications.  All required Tax estimates, deposits, prepayments and
      similar reports or payments with respect to the Publications and/or the Acquired
      Assets for current periods have been properly made with respect to the
      Publications and/or the Acquired Assets.  There are no actions, suits,
      proceedings, investigations or claims pending or, to the knowledge of Sellers,
      threatened against Sellers in respect of Taxes, nor are any material matters
      under discussion with any Governmental Authority relating to Taxes, to the
      knowledge of Sellers, no claim has ever been made by any Governmental Authority
      in a jurisdiction where Sellers do not file a Tax Return that any Seller is
      or
      may be subject to taxation in that jurisdiction.  No Tax Returns of
      Sellers currently are the subject of audit.  

    (f)  All
      Taxes that are required to be collected or withheld by Sellers with respect
      to
      the Publications and/or the Acquired Assets have been duly collected and
      withheld, and any such amounts that are required to have been remitted to any
      taxing authority have been duly remitted.


    
      
        
        

      

      
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    (g)           
      Sellers have not waived any statute of limitations in respect of Taxes with
      respect to the Publications and/or the Acquired Assets or agreed to an extension
      of time with respect to a Tax assessment or deficiency.

    (h)           It
      is understood that Sellers are not making any representation to GateHouse Media
      or Buyer that Sellers’ methodologies for calculating Taxes are appropriate or
      correct for Tax Returns to be filed by Buyer to the extent that such Tax Returns
      relate to any periods after the Closing.

    


    3.20           Investment
      Representations.

    


    (a)           Sellers
      and Morris Communications are acquiring the Note for investment for their own
      account and not with a view to, or for resale in connection with, the
      distribution thereof in contravention of securities laws.

    (b)           Sellers’
      and Morris Communications’ knowledge and experience in financial and business
      matters are such that Sellers and Morris Communications are capable of
      evaluating the merits and risks of their acquisition of the
      Note.  Sellers acknowledge that GateHouse Media has made available to
      Sellers and Morris Communications, their legal and tax counsel, and their
      advisors, prior to the date hereof, the opportunity to ask questions of, and
      to
      receive answers from, GateHouse Media and its representatives, about GateHouse
      Media and access to any information, documents, financial statements, records
      and books (i) relative to GateHouse Media and its business and an investment
      in
      the Note, and (ii) necessary to verify the accuracy of any information furnished
      to Sellers and Morris Communications, including, but not limited to, the
      information set forth in the GateHouse Media’s reports filed under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”).

    (c)           Sellers
      and Morris Communication are “accredited investors” as defined in Rule 501
      promulgated under the Securities Act of 1933, as amended (the “Securities
      Act”).

    (d)           Sellers
      and Morris Communications acknowledge that GateHouse Media and its advisors
      will
      rely on the representations and warranties of Sellers and Morris Communications
      contained in this Section 3.20.  for purposes of determining whether
      the issuance of the Note, if any, is exempt from registration under the
      Securities Act and other applicable securities laws.

    (e)           Sellers
      and Morris Communications have carefully reviewed the section of
      GateHouse


    
      
        
        

      

      
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    Media’s
      Annual Report on Form 10-K for the year ended December 31, 2006 entitled “Risk
      Factors”.

    


    3.21           Brokers.  Neither
      Sellers nor Morris Communications have incurred any liability or obligation
      to
      pay any fees or commissions to any broker, finder, or agent with respect to
      the
      transactions contemplated by this Agreement for which the Buyer or GateHouse
      Media could become liable or obligated.

    


    ARTICLE
      IV.

    REPRESENTATIONS
      AND WARRANTIES OF BUYER

    


    Buyer
      and
      GateHouse Media represent and warrant to Sellers that the statements contained
      in this Article IV are correct and complete as of the date of this Agreement
      and
      will be correct and complete as of the Closing Date, except as may be set forth
      in a disclosure schedule delivered to Sellers pursuant hereto.

    


    4.1           Organization.  Buyer
      is a corporation validly existing and in good standing under the laws of the
      State of Delaware.  GateHouse Media is a corporation validly existing
      and in good standing under the laws of the State of Delaware.

    


    4.2           Authority
      Relative to this Agreement.  Buyer and
      GateHouse Media have the full power, authority and legal right to execute and
      deliver this Agreement and to consummate the transactions and perform its
      obligations as contemplated hereby without a vote of the shareholders of
      GateHouse Media.  The execution and delivery of this Agreement by
      Buyer and GateHouse Media and the consummation of the transactions contemplated
      hereby by Buyer and GateHouse Media have been duly and validly authorized by
      all
      necessary action, and this Agreement has been duly and validly executed and
      delivered by Buyer and GateHouse Media and assuming due authorization, execution
      and delivery by Sellers and Morris Communications, constitutes a legal, valid
      and binding obligation of Buyer and GateHouse Media enforceable against Buyer
      and GateHouse Media in accordance with its terms, except as may be limited
      by
      applicable bankruptcy, insolvency or similar law affecting the rights of
      creditors generally.  Upon the execution and delivery by GateHouse
      Media, the Note will constitute the legal, valid


    
      
        
        

      

      
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    and
      binding obligation of GateHouse Media, enforceable against GateHouse Media
      in
      accordance with its terms.

    


    4.3           No
      Defaults.  The execution, delivery and
      performance of this Agreement by Buyer and GateHouse Media will not
      (a) conflict with or result in any breach of any provision of the
      certificate of incorporation, by-laws or other organizational documents of
      Buyer, or (b) violate any law, statute, rule, regulation, order, injunction
      or decree of any Governmental Authority applicable to Buyer or GateHouse
      Media.

    


    4.4           Non-Contravention;
      No Defaults.

    


    (a)            Except
      as disclosed in Schedule 4.4, the execution, delivery and performance of
      this Agreement by Buyer and GateHouse Media will not (i) conflict with any
      provision of the governing documents of GateHouse Media or Buyer,
      (ii) result in a default (or give rise to any right of termination,
      cancellation or acceleration), with notice or passage of time or both, under
      or
      conflict with any of the terms, conditions or provisions of any contract, note,
      bond, mortgage or other instrument, obligation or agreement material to the
      business of GateHouse Media and its subsidiaries as a whole, except for any
      such
      defaults which would not, individually or in the aggregate, have or be
      reasonably expected to have a material adverse effect on GateHouse Media and
      its
      subsidiaries taken as a whole or a material adverse effect on GateHouse Media’s
      or Buyer’s ability to consummate the transactions contemplated hereby, or
      (iii) violate any law, statute, rule, regulation, order, injunction or
      decree Governmental Authority applicable to GateHouse Media or Buyer except
      for
      any such violations which would not individually or in the aggregate, have,
      or
      be reasonably expected to have a material adverse effect on GateHouse Media
      and
      its subsidiaries taken as a whole or a material adverse effect on GateHouse
      Media’s Buyer’s ability to consummate the transactions contemplated
      hereby.

    (b)           Except
      for notices and filings required to be delivered to GateHouse Media’s banks and
      except for the requirements of the Hart-Scott-Rodino Act, neither GateHouse
      Media nor Buyer is required to submit any notice, report or other filing with,
      or obtain any consent, approval or waiver from, any Governmental Authority
      or
      any other third party in connection with the execution, delivery or performance
      of this Agreement  or the consummation of the
      transactions


    
      
        
        

      

      
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    contemplated
      hereby, except for any such failure which would not individually or in the
      aggregate have or be reasonably expected to have a material adverse effect
      on
      GateHouse Media’s or Buyer’s ability to consummate the transactions contemplated
      hereby.

    


    4.5           Financial
      Capability.  Buyer, on the Closing Date
      will have, sufficient funds unconditionally available to it (without the need
      to
      obtain any additional bank or other additional third party financing commitment)
      to pay to Sellers the Purchase Price and otherwise to satisfy all of its
      obligations under this Agreement.

    


    4.6           Reports
      and Financial Statements.  Since October
      26, 2006, GateHouse Media has filed with the SEC all forms, reports and
      documents required to be filed by it under each of the Securities Act and the
      Exchange Act, and the respective rules and regulations thereunder, all of which
      complied in all material respects with all applicable requirements of the
      appropriate act and the rules and regulations thereunder.  The audited
      consolidated financial statements of GateHouse Media included in such reports
      have been prepared in accordance with GAAP applied on a consistent basis (except
      as may be indicated therein or in the notes thereto) and fairly present the
      financial position of GateHouse Media as at the dates thereof and the results
      of
      its operations and changes in financial position for the periods then ended
      subject, in the case of

    unaudited
      interim financial statements, to normal year-end and audit adjustments and
      any
      other adjustments as described therein.

    


    4.7           Absence
      of Certain Changes or Events.  Since
      June 30, 2007, except as disclosed in any of GateHouse Media’s Current Reports
      on Form 8-K or Quarterly Reports on Form 10-Q filed subsequently to June 30,
      2007, there has not been any material adverse change in the financial condition
      or in the results of operations or the businesses, properties, assets,
      liabilities or prospects of GateHouse Media and its subsidiaries, taken as
      a
      whole.

    


    4.8           Brokers.  There
      is no broker or finder or other person who would have any valid claim against
      any Sellers or Morris Communications for a commission or brokerage in connection
      with this Agreement or the transactions contemplated hereby as a result of
      any
      agreement, understanding or action by Buyer or GateHouse Media.


    
      
        
        

      

      
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    ARTICLE
      V.

    PRE-CLOSING
      COVENANTS OF SELLERS AND BUYER PENDING THE CLOSING
      DATE

    


    Each
      of
      Morris Communications, Sellers, Buyer and GateHouse Media, as applicable,
      covenant and agree that from the date hereof to and including the Closing
      Date:

    


    5.1           Maintenance
      of Business.  Sellers shall continue to
      carry on the business and operation of, and maintain the books, accounts and
      records of, the Publications in substantially the same manner as heretofore
      in
      the ordinary course of business and shall maintain the properties, machinery,
      equipment and other Acquired Assets used in the business of the Publications
      in
      substantially the same manner as heretofore in the ordinary course of business
      consistent with past practice.

    


    Except
      as
      set forth on Schedule 5.1, prior to the Closing Date, Sellers will not,
      with respect to the Publications, without the prior written consent of Buyer,
      which will not be unreasonably withheld, conditioned or delayed:

    


    (a)           (i)
      Make any change in circulation practices, or promotional, marketing or premium
      practices of the Publications, other than changes in the ordinary course of
      business which changes are not material, or (ii) make any change in policies
      for
      the pricing of circulation or advertising of the Publications except for changes
      in the ordinary course of business which changes are not material;

    (b)           Sell,
      lease, remove, transfer or agree to sell, lease, remove or transfer any of
      the
      Acquired Assets without replacement thereof with an asset of substantially
      equivalent kind, condition and value and except in the ordinary course of
      business consistent with past practice;

    (c)           Enter
      into or amend any contract of employment or collective bargaining agreement,
      or
      permit or commit to any increases or changes in the compensation (including,
      but
      not limited to, bonus, pension, profit-sharing, incentive, deferred
      compensation, stock purchase, stock option, stock appreciation right, group
      insurance, severance pay, retirement or other employee benefit plan, agreement
      or arrangement) of any Publication Employee or any independent contractor
      or


    
      
        
        

      

      
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    other
      person providing services to any of Sellers primarily as it relates to the
      Publications and/or the Acquired Assets, except for increases in accordance
      with
      historical practices and except in the ordinary course of business consistent
      with past practice;

    (d)           Enter
      into or amend any contract or commitment as it relates to any of the
      Publications involving annual consideration of more than $25,000 individually
      or
      $250,000 in the aggregate, waive any right or enter into any other transaction,
      other than as permitted by other provisions of this Agreement;

    (e)           Sell,
      assign, transfer, license or permit to lapse any material Right;

    (f)           Make
      any material change in any of the Real Property or fail to maintain the Real
      Property or other Acquired Assets in adequate repair and condition, ordinary
      wear and tear excepted; or cancel or fail to renew any of the current insurance
      policies or any of the coverage thereunder maintained for the protection of
      any
      of the Real Property or the other Acquired Assets;

    (g)           Except
      for Permitted Encumbrances, encumber any of the Acquired Assets or permit any
      of
      the Acquired Assets to become subject to any Lien;

    (h)           Enter
      into any contracts, agreements or arrangements (written or oral) with any
      Affiliate except those that would not create an Assumed Liability;
      or

    (i)           Take
      any action that would otherwise require disclosure to be made on Schedule
      3.4.

    


    5.2           Organization;
      Goodwill.  Sellers shall use its
      reasonable efforts to preserve the business organization of the Publications
      intact and preserve the goodwill of the Publications’ suppliers, customers and
      others having business relations with them.

    


    5.3           Access
      to Facilities, Files and Records.  At
      the reasonable request of Buyer and subject to the need to preserve the
      confidentiality of this transaction prior to Closing in order to preserve
      relationships with employees and customers, Sellers and Morris Communications
      shall give or cause to be given to the officers, employees, accountants, counsel
      and authorized representatives of Buyer (a) access after prior notice during
      normal business hours to all Facilities, property, accounts, books, minute
      books, deeds, title papers, licenses, agreements, contracts, Tax Returns (other
      than Federal and State income Tax Returns), records and files of every
      character, equipment, machinery, fixtures, furniture, vehicles, notes and
      accounts payable and receivable


    
      
        
        

      

      
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    and
      inventories primarily related to the Publications, and (b) all such other
      information concerning the Acquired Assets and affairs of the Publications
      as
      Buyer may reasonably request.  With the consent and supervision of
      Sellers, Sellers and Morris Communications shall permit representatives of
      Buyer
      to perform inspections of the Real Property and the structures located thereon
      and to perform surveys, environmental assessments, sampling and audits as Buyer
      may request with respect to the Acquired Assets.

    


    5.4           Representations
      and Warranties.  Sellers and Morris Communications shall
      give detailed written notice to Buyer and GateHouse Media promptly upon the
      occurrence of or becoming aware of the impending or threatened occurrence of
      any
      event which would cause or constitute a breach, or would have caused a breach
      had such event occurred or been known to Sellers or Morris Communications prior
      to the date hereof, of any of Sellers’ or Morris Communications’ representations
      or warranties contained in this Agreement or in any schedule delivered pursuant
      hereto.  Buyer and GateHouse Media shall give detailed written notice
      to Sellers promptly upon becoming aware of any inaccuracy in any of the
      representations or warranties in Article III or any other breach of this
      Agreement, which notice shall not waive or otherwise limit any
      of  GateHouse Media’s or Buyer’s rights or remedies
      hereunder.  From time to time on or prior to the Closing, Sellers and
      Morris Communications shall supplement or amend any schedules delivered in
      connection herewith with respect to any matter arising after the date hereof,
      which, if arising prior to the date of this Agreement, would have been required
      to be set forth or described in such schedule or which is necessary to correct
      any information in such schedule which has been rendered inaccurate as a result
      of a matter arising after the date hereof and such amendment shall not be deemed
      to create a breach of any representation or warranty.

    


    5.5           Corporate
      Action.  Subject to the provisions of
      this Agreement, Sellers and Morris Communications will take all necessary action
      required of them to carry out the transactions contemplated by this
      Agreement.


    
      
        
        

      

      
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    5.6           Consents.

    


     (a)           Sellers
      will use commercially reasonable efforts to obtain or cause to be obtained
      prior
      to the Closing Date consents to the assignment to or assumption by Buyer of
      all
      of the Material Contracts which require the consent of any third party by reason
      of the transactions provided for in this Agreement as shown on Schedule
      3.9 and Schedule 3.10(b); provided, however, that Sellers shall not
      be required to make any payments or to incur any obligations to third parties
      in
      connection with the obtaining of any such consent.

    (b)           Nothing
      in this Agreement shall be deemed to be a condition to Closing or to constitute
      or require the transfer or assignment or the attempt to transfer or assign
      any
      of the Acquired Assets if the attempted transfer or assignment thereof, without
      the consent of a third party, would adversely affect in any way the rights
      of
      any of Sellers or Morris Communications, on the one hand, or Buyer or GateHouse
      Media, on the other hand or, in Buyer’s opinion, would adversely affect any of
      the Publications or the Acquired Assets.  If any such consent shall
      not have been obtained at or prior to the Closing, or the attempted transfer
      or
      assignment of any of the Acquired Assets at the Closing would have an adverse
      effect on Sellers or Morris Communications, on the one hand, or Buyer, GateHouse
      Media, the Publications or the Acquired Assets on the other hand, or on Buyer’s
      rights thereto or Buyer would not in fact receive the rights thereto, (i)
      Sellers will cooperate with Buyer in any reasonable arrangement designed to
      provide for Buyer the rights thereto and benefits thereunder, including, without
      limitation, (A) enforcing for the benefit of Buyer any or all rights of Sellers
      under any contract, commitment or other agreement against any other party
      thereto, or (B) at Buyer’s election, not transferring, conveying, assigning or
      delivering to Buyer at the Closing, and retaining legal title to such Acquired
      Asset, while permitting Buyer the possession and use of such Acquired Asset
      for
      Buyer’s account and with Buyer receiving the benefits and bearing the burdens of
      such Acquired Asset as if such Acquired Asset had been so transferred, conveyed,
      assigned and delivered, and (ii) Sellers will take all reasonable appropriate
      further action to obtain such consents, approvals or novations as may be
      required under applicable laws or otherwise to effect the transfer or assignment
      of such Acquired Asset to Buyer.  Pending the obtaining of such
      consents, approvals or novations, Buyer will continue performance of any
      remaining unfulfilled obligations of Sellers under any
      contract,


    
      
        
        

      

      
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    commitment
      or other agreement constituting such an Acquired Asset in the same manner as
      though Buyer rather than Sellers was a party to such contract, commitment or
      agreement, with Buyer receiving the benefits and bearing the burdens
      thereof.  Sellers agree to remit to Buyer all collections received in
      respect of any such Acquired Asset promptly on receipt thereof less any amount
      due Sellers from Buyer with respect to such Acquired Assets.  Expenses
      incurred in connection with actions taken pursuant to this Section 5.6(b) shall
      be borne in such a manner as to place Sellers and Buyer in the economic
      positions in which they would have been had such Acquired Asset been
      transferred, conveyed, assigned or delivered at Closing.

    


    5.7           Confidential
      Information.  If for any reason the
      transactions contemplated in this Agreement are not consummated, none of Sellers
      nor Morris Communications shall disclose to third parties any information
      designated as confidential and received from Buyer, GateHouse Media or their
      respective agents in the course of investigating, negotiating and completing
      the
      transactions contemplated by this Agreement.  Nothing shall be deemed
      to be confidential information with respect to the preceding sentence
      which:  (a) is known to Sellers or Morris Communications at the time
      of its disclosure to it; (b) becomes publicly known or available other than
      through disclosure by Sellers or Morris Communications; (c) is rightfully
      received by Sellers from a third party not known by Sellers or Morris
      Communications to be subject to an obligation of confidentiality; or (d) is
      independently developed by Sellers or Morris Communications.  If for
      any reason the transactions contemplated in this Agreement are not consummated,
      the parties acknowledge and agree that the terms of the Confidentiality
      Agreement dated July 19, 2007 shall continue to apply to all confidential
      information.

    


    5.8           Consummation
      of Agreement.  Subject to the provisions
      of Section 10.2 of this Agreement, Sellers and Morris Communications shall
      use
      reasonable efforts to fulfill and

    perform
      all conditions and obligations on their part to be fulfilled and performed
      under
      this Agreement and to cause the transactions contemplated by this Agreement
      to
      be fully carried out.

    


    5.9           Notice
      of Proceedings.  Sellers and Morris Communications will
      promptly notify Buyer in writing upon becoming aware of any order or decree
      or
      any complaint praying for an order or decree restraining or enjoining the
      consummation of this Agreement or the transactions


    
      
        
        

      

      
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    contemplated
      hereunder, or upon receiving any notice from any Governmental Authority of
      its
      intention to institute an investigation into, or institute any action or
      proceeding to restrain or enjoin consummation of this Agreement or such
      transactions, or to nullify or render ineffective this Agreement or such
      transactions if consummated.

    


    5.10           Interim
      Financial Statements.  Sellers and
      Morris Communications shall deliver to Buyer and GateHouse Media unaudited
      interim balance sheets and statements of income, changes in stockholders’ equity
      and cash flows for the Publications promptly but not later than twenty (20)
      days
      after the close of each of the Publications’ periodic accounting periods (and in
      no event less frequently than on a monthly basis), if any, that occurs between
      the Income Statement Date and the Closing Date.  Such interim periodic
      financial statements shall include financial information both for the current
      accounting period and for the fiscal year to date, as well as comparisons with
      the respective corresponding periods in the prior fiscal year.

    


    5.11           Taxes.  Sellers
      shall pay all Taxes relating to the Publications or the Acquired Assets as
      they
      become due.

    


    5.12           Audited
      Financial Statements; Interim Financial Statements.  If
      and when requested by Buyer, Sellers and Morris Communications will, within
      60
      days of Closing provided such request is made by November 1, 2007, cause to
      be
      delivered to Buyer an audit of the Publications’ financial statements for up to
      the three years ending December 31, 2006 and interim financial statements of
      Publications as required by financial reporting standards affecting Buyer or
      GateHouse Media.  Buyer shall pay Sellers’ reasonably incurred and
      necessary incremental third party costs and expenses for such
      audit.  It is understood that Sellers shall not be responsible for any
      delays to the extent caused by the outside auditors provided Sellers and Morris
      Communications use commercially reasonable efforts to promptly and fully
      cooperate with such auditors and timely comply with their
      requests.


    
      
        
        

      

      
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    5.13           Title
      Matters.

    


    (a)           Within
      five (5) days after the date of this Agreement, Sellers and Morris
      Communications will provide Buyer with copies of all title information in the
      possession of Sellers or Morris Communications, any of their respective
      Affiliates, or their respective agents relating to the Owned Real Property,
      including abstracts of title, surveys and policies of title
      insurance.

    (b)           Within
      thirty (30) days after the date of this Agreement,  Buyer will obtain
      title commitments for a 2006 ALTA Owner’s Title Insurance Policy or Policies
      with respect to the Owned Real Property (each a “Title Commitment”), issued by a
      title company reasonable acceptable to Buyer and its lenders (the “Title
      Company”), in form and substance reasonably satisfactory to Buyer and its
      lenders.  Each Title Commitment will be accompanied by readable copies
      of all documents cited as exceptions to title therein (the “Underlying
      Documents”), which will be certified by the Title Company as true, correct and
      complete copies of the Underlying Documents.  Buyer, at its option,
      may obtain survey maps of the Owned Real Property (each a “Survey”) acceptable
      to the title insurance company providing the Title Commitments, prepared and
      certified in accordance with generally accepted professional standards by a
      duly
      licensed land surveyor, dated after the date of this Agreement.  Buyer
      shall provide Sellers with legible copies of the Title Commitments, exception
      documents and other instruments referenced therein and survey maps, if any,
      promptly following Buyer’s receipt thereof.  Buyer will bear all costs
      of any surveys and the costs of such Title Commitments and any title policies
      issued pursuant to the Title Commitments.

    (c)           Buyer
      will have twenty (20) days after its receipt of a Title Commitment and the
      related Survey to review each of them and to notify Sellers in writing of any
      exceptions other than exceptions to the Title Commitment to which Buyer
      reasonably objects, other than Permitted Encumbrances (the “Title
      Objections”).  If prior to Closing any Title Objection or other Lien
      is asserted against any of the Owned Real Property by, through or under Sellers
      or any of their Affiliates that is not a Permitted Encumbrance, Sellers and
      Morris Communications will, at their sole expense, either (i) obtain the release
      of such Title Objection or Lien, (ii) obtain title insurance covering such
      Title
      Objection or Lien, (iii) provide alternative arrangements, satisfactory to
      Buyer
      in its sole discretion, which provide Buyer the full economic benefit of the
      ownership of the affected Owned Real Property without any of the risk associated
      with or


    
      
        
        

      

      
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    relating
      to such Title Objections or Lien or (iv) remove such particular parcel of the
      Owned Real Property from the Acquired Assets being transferred upon written
      notice to Buyer, and with an equitable adjustment to the Purchase Price in
      accord with the agreed upon allocation of Purchase Price described in Section
      1.7   If Sellers fail to cure or address, prior to Closing, all
      Title Objections with respect to any particular parcel of the Owned Real
      Property as provided above, then Buyer may either (A) consummate the
      transactions contemplated hereby, notwithstanding the Title Objections, with
      an
      equitable adjustment to the Purchase Price described in Section 1.7 or (B)
      terminate this Agreement.

    (d)           Any
      matters shown on a Title Commitment or Survey to which Buyer does not object
      during the twenty (20) day period set forth in Section 5.13(c), or to which
      any
      Title Objection is waived by Buyer, will become Permitted
      Encumbrances.

    


    5.14.                      Buyer’s
      Representations and Warranties.  Buyer and GateHouse
      Media shall give detailed written notice to Sellers promptly upon the occurrence
      of or becoming aware of the impending or threatened occurrence of any event
      which would cause or constitute a breach, or would have caused a breach had
      such
      event occurred or been known to Buyer and GateHouse Media prior to the date
      hereof, of any of the representations and warranties of Buyer contained in
      this
      Agreement.

    


    5.15           Corporate
      Action.  Subject to the provisions of
      this Agreement, each of Buyer and GateHouse Media, on one hand, and Sellers
      and
      Morris Communications, on the other hand, will take all necessary corporate
      and
      other action required of them to carry out the transactions contemplated by
      this
      Agreement.

    


    5.16  Consummation
      of Agreement.  Subject to the provisions
      of Section 10.2 of this Agreement, each of Buyer and GateHouse Media shall
      use
      its reasonable efforts to fulfill and perform all conditions and obligations
      on
      its part to be fulfilled and performed under this Agreement and to cause the
      transactions contemplated by this Agreement to be fully carried
      out.

    5.17  Notice
      of Proceedings.  Buyer and GateHouse Media will promptly notify
      Sellers in writing upon becoming aware of any order or decree or any complaint
      praying for an order or decree restraining or enjoining the consummation of
      this
      Agreement or the transactions


    
      
        
        

      

      
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    contemplated
      hereunder, or upon receiving any notice from any Governmental Authority of
      its
      intention to institute an investigation into, or institute any action or
      proceeding to restrain or

    enjoin
      the consummation of this Agreement or such transactions, or to nullify or render
      ineffective this Agreement or such transactions if consummated.

    


    5.18           No
      Solicitation; Acquisition
      Proposals.  Except following a
      termination in accordance with Section 10.2, Morris Communications and Sellers
      agree that they will not, directly or indirectly, through any officer, director,
      employee, partner, stockholder, agent, or Affiliate or otherwise, except in
      furtherance of the transactions of the type contemplated by this Agreement
      (a)
      solicit, initiate, or encourage submission of proposals or offers from any
      person relating to any transactions of the type contemplated herein or to the
      direct or indirect purchase of any of the Acquired Assets, the Publications
      (collectively, an “Acquisition Proposal”), (b) participate in any discussions or
      negotiations regarding, or furnish to any other person any information with
      respect to, or otherwise cooperate in any way with or assist, facilitate, or
      encourage, any Acquisition Proposal by any person, (c) enter into any agreement,
      arrangement, or understanding with respect to any Acquisition Proposal, or
      (d)
      sell, transfer, or otherwise dispose of, or enter into any agreement,
      arrangement, or understanding with respect to, any interest in the Acquired
      Assets.

    


    5.19           Phase
      I Environmental Site Assessment.  Buyer
      may obtain Phase I Environmental Reports (prepared in accordance with ASTM
      standards) for the Real Property certified to Buyer and prepared by independent
      consultants approved by Buyer (“Real Property Phase I Reports”), the results of
      which shall be satisfactory to Buyer in its sole discretion, subject to the
      remainder of this Section 5.19.  Sellers and Morris Communications
      shall fully cooperate with Buyer and Buyer’s representatives and exercise
      commercially reasonable efforts to cause all third parties to fully cooperate
      with Buyer and Buyer’s representatives in obtaining the Real Property Phase I
      Reports.  Upon Buyer’s review of the Real Property Phase I Reports,
      Buyer shall notify Sellers in writing of any matters set forth therein to which
      Buyer reasonably object or has concerns (the “Environmental
      Objections”).  Sellers may cure prior to Closing, at their sole
      expense, all of the Environmental Objections, to the sole satisfaction of Buyer
      either by (i) the remediation/repair of such Environmental Objections, (ii)
      the
      procurement of insurance endorsements for the benefit


    
      
        
        

      

      
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    of
      GateHouse Media and Buyer providing full and complete coverage against loss
      or
      damage as a result of such Environmental Objections,  (iii) providing
      alternative arrangements, satisfactory to Buyer in its sole discretion,
      providing Buyer the full economic benefit of the ownership of the affected
      Owned
      Real Property without any of the risk associated with or relating to such
      Environmental Objections or (iv) remove such particular parcel of the Owned
      Real
      Property from the Acquired Assets being transferred upon written notice to
      Sellers, and with an equitable adjustment to the Purchase Price in accord with
      the agreed upon allocation of Purchase Price described in Section
      1.7.  If Sellers fail to cure or address, prior to Closing, all
      Environmental Objections with respect to any particular parcel of the Owned
      Real
      Property as provided above, then Buyer, in its sole discretion may either (A)
      consummate the transactions contemplated hereby, notwithstanding the
      Environmental Objections, with an equitable adjustment to the Purchase Price
      described in Section 1.7 or (B) terminate this Agreement.

    


    5.20           Bulk
      Transfer Laws.  The parties hereby waive
      compliance with the provisions of the applicable bulk transfer laws of any
      jurisdiction in connection with the transactions contemplated by this
      Agreement.

    


    ARTICLE
      VI.

    ADDITIONAL
      COVENANTS

    


    


    
      	
              6.1  

            	
              No
                Securities
                Transactions.

            


    

    


    (a)           Neither
      Morris Communications, Sellers nor any of their respective managers, members
      or
      officers or any of their Affiliates, directly or indirectly, shall engage in
      any
      transactions involving the securities of GateHouse Media prior to the time
      of
      the making of a public announcement of the transactions contemplated by this
      Agreement. Morris Communications and Sellers shall use their commercially
      reasonable efforts to ensure compliance with the foregoing
      requirement.

    (b)           None
      of GateHouse Media, Buyer nor any of their respective managers, members or
      officers or any of their Affiliates, directly or indirectly, shall engage in
      any
      transactions involving the securities of Morris Publishing prior to the time
      of
      the making of a public


    
      
        
        

      

      
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    announcement
      of the transactions contemplated by this Agreement. GateHouse Media and Buyer
      shall use their commercially reasonable efforts to ensure compliance with the
      foregoing requirement.

    


    ARTICLE
      VII.

    CONDITIONS
      TO THE OBLIGATIONS OF SELLERS

    


    The
      obligations of Sellers and Morris Communications under this Agreement are,
      at
      their option, subject to the fulfillment of the following conditions prior
      to or
      at the Closing Date:

    


    7.1           Representations,
      Warranties and Covenants.

    


    (a)           The
      representations and warranties of Buyer and GateHouse Media contained in this
      Agreement and in any statement, certificate, schedule or other document
      delivered by Buyer and GateHouse Media pursuant hereto or in connection with
      the
      transactions contemplated hereby, shall have been true and accurate as of the
      date when made and shall be deemed to be made again on and as of the Closing
      Date and shall then be true and accurate, except for untrue or inaccurate
      representation or warranties which would not, in the aggregate, impair Buyer’s
      or GateHouse Media’s ability to fulfill its obligations under this Agreement or
      have a Material Adverse Effect on GateHouse Media and its subsidiaries, taken
      as
      a whole;

    (b)           Buyer
      and GateHouse Media shall have performed and complied in all material respects
      with each and every covenant and agreement required by this Agreement to be
      performed or complied with by them prior to or at the Closing Date, and shall
      have delivered all agreements and documents contemplated by Section 2.3, other
      than the delivery by Buyer and GateHouse Media of the Purchase Price and the
      instrument of assumption, each of which shall be delivered as of the Closing;
      and

    (c)           Buyer
      and GateHouse Media shall have delivered to Sellers a certificate of an
      appropriate officer of Buyer and GateHouse Media, dated the Closing Date,
      certifying to the fulfillment of the conditions set forth in Sections 7.1(a)
      and
      7.1(b) above.


    
      
        
        

      

      
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    7.2           Proceedings.

    


    (a)           No
      action or proceeding shall have been instituted before
      any  Governmental Authority to restrain or prohibit, or to obtain
      substantial damages in respect of, the consummation of the transactions
      contemplated by this Agreement which, in the reasonable opinion of Sellers,
      may
      be expected to result in an award of substantial damages or have a Material
      Adverse Effect on GateHouse Media and its subsidiaries, taken as a
      whole;

    (b)           None
      of the parties to this Agreement shall have received written notice from any
      Governmental Authority of (i) its intent to institute any action or proceeding
      to restrain or enjoin or nullify this Agreement or the transactions contemplated
      hereby, or to commence any investigation (other than a routine letter of
      inquiry), into the consummation of this Agreement, or (ii) the actual
      commencement of such an investigation.  In the event such a notice of
      intent is received or such an investigation is commenced, this Agreement may
      not
      be terminated by Sellers for a period of ninety (90) days from the date of
      such
      notice of intent or notice of commencement, but Closing shall be delayed during
      such period.  This Agreement may be terminated after this ninety
      (90)-day period if, in the reasonable opinion of Sellers, there is a likely
      probability that an investigation will result in an action or proceeding of
      the
      type described in clause (a) of this Section 7.2; and

    (c)           At
      the Closing Date, there shall be no injunction, restraining order or decree
      of
      any nature of any Governmental Authority in effect which restrains or prohibits
      the consummation of the sale and purchase of the Acquired Assets as contemplated
      by this Agreement.

    


    7.3           Hart-Scott-Rodino.  The
      waiting period (and any extensions thereof) under the Hart-Scott-Rodino Act
      shall have expired or otherwise been terminated, and all other authorizations,
      consents and approvals of Governmental Authority required for consummation
      of
      the transactions contemplated hereby shall have been obtained.

    


    ARTICLE
      VIII.

    CONDITIONS
      TO THE OBLIGATIONS OF GATEHOUSE MEDIA AND BUYER

    


    The
      obligations of GateHouse Media and Buyer under this Agreement are, at their
      option, subject to the fulfillment of the following conditions prior to or
      at
      the Closing Date.


    
      
        
        

      

      
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    8.1           Representations,
      Warranties and Covenants.

    


    (a)           The
      representations and warranties of Sellers and Morris Communications contained
      in
      this Agreement and in any statement, deed, certificate, schedule or other
      document delivered pursuant to this Agreement or in connection with the
      transactions contemplated hereby, shall have been true and accurate as of the
      date when made and shall be deemed to be made again on and as of the Closing
      Date and shall then be true and accurate;

    (b)           Sellers
      and Morris Communications shall have performed and complied in all material
      respects with each and every covenant and agreement required by this Agreement
      to be performed or complied with by them prior to or at the Closing Date, and
      shall have delivered all agreements and documents contemplated by Section 2.2,
      other than delivery to Buyer of the instruments conveying the Acquired Assets
      to
      Buyer which shall be delivered as of the Closing; and

    (c)           Sellers
      and Morris Communications shall have delivered to Buyer certificates of
      appropriate officers of Sellers, dated the Closing Date, certifying to the
      fulfillment of the conditions set forth in Sections 8.1(a) and 8.1(b)
      above.

    


    8.2           Proceedings.

    


    (a)           No
      action or proceeding shall have been instituted before any Governmental
      Authority to restrain or prohibit, or to obtain substantial damages in respect
      of, the consummation of this Agreement which, in the reasonable opinion of
      Buyer, may be expected to result in an award of such substantial
      damages;

    (b)           None
      of the parties to this Agreement shall have received written notice from any
      Governmental Authority of (i) its intent to institute any action or proceeding
      to restrain or enjoin or nullify this Agreement or the transactions contemplated
      hereby, or to commence any investigation (other than a routine letter of
      inquiry), into the consummation of this Agreement, or (ii) the actual
      commencement of such an investigation.  In the event such a notice of
      intent is received or such an investigation is commenced, this Agreement may
      not
      be terminated by Buyer for a period of ninety (90) days from the date of such
      notice of intent or notice of


    
      
        
        

      

      
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    commencement,
      but Closing shall be delayed during such period.  This Agreement may
      be terminated after this ninety (90)-day period if, in the reasonable opinion
      of
      Buyer, there is a likely probability that an investigation will result in an
      action or proceeding of the type described in clause (a) of this Section 8.2;
      and

    (c)           At
      the Closing Date, there shall be no injunction, restraining order or decree
      of
      any nature of any Governmental Authority or body in effect which restrains
      or
      prohibits the consummation of the sale and purchase of the Acquired Assets
      contemplated by this Agreement.

    


    8.3           Hart-Scott-Rodino.  The
      waiting period (and any extensions thereof) under the Hart-Scott-Rodino Act
      shall have expired or otherwise been terminated, and all other authorizations,
      consents and approvals of Governmental Authority required for consummation
      of
      the transactions contemplated hereby shall have been obtained.

    


    8.4           Consents.  Sellers
      shall have obtained the consents set forth on Schedule 3.9 and
Schedule 3.10(b), all of which shall be reasonably satisfactory to Buyer
      in form and substance.

    


    8.5           Title
      Insurance.  Buyer shall have received
      and be satisfied with the Title Commitments for the Owned Real Property in
      accordance with the requirements of Section 5.13.

    


    8.6           Real
      Property Phase I Reports.   The
      Real Property Phase I Reports shall be performed at each Real Property and
      a
      copy of the Real Property Phase I Reports shall be satisfactory to Buyer in
      accordance with the requirements of Section 5.19.

    


    8.7           Landlord
      Estoppel Certificates.  Sellers shall
      have obtained and delivered to Buyer an estoppel certificate with respect to
      each of the Leases dated no more than thirty (30) days prior to the Closing
      Date, from the other party to such Lease, in form and substance reasonably
      satisfactory to Buyer.


    
      
        
        

      

      
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    ARTICLE
      IX.

    INDEMNIFICATION

    


    9.1           Survival;
      Limitations.

    


    (a)           The
      representations and warranties of the parties contained in or made pursuant
      to
      this Agreement shall be deemed to have been made on the date hereof and on
      the
      Closing Date, shall survive the Closing Date and shall remain operative and
      in
      full force and effect for the period ending 18 months thereafter (the “Survival
      Period”); provided that if on or prior to the expiration of the Survival Period,
      a notice of claim for indemnification shall have been given in accordance with
      Section 9.4 hereof, the indemnified party shall continue to have the right
      to be indemnified with respect to such indemnification claim until such claim
      for indemnification has been satisfied or otherwise resolved as provided in
      this
      Article IX; and provided further that the representations and warranties
      contained in, Section 3.16 (‘Environmental Matters’), Section 3.19
      (‘Taxes’)

    and
      Section 3.20 (‘Investment Representations’) shall survive until the expiration
      of the applicable statute of limitations period plus 90 days and the
      representations and warranties contained in Sections 3.2 (‘Authority Relative to
      the Agreement’), 3.21 (‘Brokers’), 4.2 (‘Authority Relative to the Agreement’)
      and 4.8 (‘Brokers’) and all covenants and agreements made by any party hereunder
      which are to be performed after the Closing Date shall survive without time
      limit, with the exception of Sections 9.2(a) and 9.3(a), which shall only
      remain operative and in full force and effect as long as indemnification with
      respect to the underlying representation and warranty remains available in
      accordance with the foregoing provisions of this Section 9.1(a) (including
      as extended pursuant to the first proviso hereof).

    (b)           Except
      for any Loss and Expense (as defined in Section 9.2) suffered by Buyer based
      on
      the breach of any representation or warranty contained in Section 3.16
      (‘Environmental Matters’), Section 3.19 (‘Taxes’) and Section 3.20 (‘Investment
      Representations’) or resulting from fraud or willful misconduct by Sellers or
      Morris Communications, Buyer and/or GateHouse Media shall not be entitled to
      indemnification under this Agreement for any indemnification claim under Section
      9.2(a) until the aggregate Loss and Expense suffered by Buyer and/or GateHouse
      Media subject to indemnification under Section 9.2(a) of this Agreement
      exceeds $1,000,000 (the “Threshold”).  Once the Threshold has been
      reached, Buyer and/or GateHouse Media shall be entitled to full indemnification
      from Sellers pursuant to Section 9.2(a) below for


    
      
        
        

      

      
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    the
      aggregate amount of Loss and Expense suffered by Buyer and/or GateHouse Media,
      in excess of the Threshold.  Notwithstanding the foregoing, the
      Threshold shall not apply to any adjustments under Section 1.6, any Loss and
      Expense suffered by Buyer and GateHouse Media based on any breach of any
      representation or warranty contained in , Section 3.16 (‘Environmental
      Matters’), Section 3.19 (‘Taxes’) or Section 3.20 (‘Investment Representations’)
      or resulting from fraud or willful misconduct by Sellers or Morris
      Communications or to any indemnification claim related to covenants and
      agreements made by any party hereto which are to be performed after the Closing
      Date.

    (c)           Sellers’
      and Morris Communication’s maximum aggregate liability to Buyer and GateHouse
      Media for indemnification claims under Section 9.2(a) of this Agreement with
      respect to any Loss and Expense shall be $11.5 million (the “Cap”); provided
      that the Cap shall not apply to any Loss and Expense suffered by Buyer and
      GateHouse Media based on any breach of any representation or warranty contained
      in Section 3.16 (‘Environmental Matters’), Section 3.19 (‘Taxes’) or Section
      3.20 (‘Investment Representations’) or resulting from fraud or willful
      misconduct by Sellers or Morris Communications or any covenants and agreements
      made by any party hereto which are to be performed after the Closing
      Date.  Except with regard to compensation for claims paid to third
      parties, no indemnifying party shall have any liability to an indemnified party
      for any punitive, indirect, incidental or consequential damages or loss
      including, without limitation, loss of revenue or loss of profits.

    (d)           Except
      for enforcement of the Note or equitable remedies (including, without
      limitation, injunctive relief) and in the absence of fraud, the parties hereto
      acknowledge and agree that the sole and exclusive remedy of the parties, as
      the
      case may be, from and after the Closing Date with respect to any Loss and
      Expense whatsoever and any and all claims for breach or liability under this
      Agreement or any of the transactions contemplated hereby shall be solely in
      accordance with, and limited by, the indemnification provisions set forth in
      this Agreement.

    


    9.2           Indemnification
      of Buyer and GateHouse Media.  Morris
      Communications and Sellers, jointly and severally agree to indemnify, defend
      and
      hold Buyer and GateHouse Media harmless from and against any and all damages,
      claims, losses, expenses, costs, fines, penalties, obligations and liabilities,
      including without limitation, liabilities for reasonable attorneys’ fees and
      disbursements net of the benefit of Tax deductions and insurance claims
      (collectively, “Loss


    
      
        
        

      

      
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    and
      Expense”), suffered directly or indirectly by Buyer and/or GateHouse Media by
      reason of, or arising out of:

    


    (a)           any
      breach of any representation or warranty made by Morris Communications or
      Sellers pursuant to this Agreement, in each case as read without regard to
      any
      materiality qualifiers or references to material adverse effect if any single
      Loss or Expense (or series of related Losses or Expenses in the aggregate)
      exceeds $50,000 (the “Materiality Threshold”), in which case Buyer and GateHouse
      Media shall be indemnified from the first dollar of such Loss or Expense;
      provided however that the Materiality Threshold shall not apply where there
      are
      no such qualifiers or references;

    (b)           any
      failure by Morris Communications or any of Sellers to perform or fulfill any
      of
      their covenants or agreements set forth in this Agreement, in each case as
      read
      without regard to any materiality qualifiers or references to material adverse
      effect if any single Loss or Expense (or series of related Losses or Expenses
      in
      the aggregate) exceeds the Materiality Threshold, in which case Buyer and
      GateHouse Media shall be indemnified from the first dollar of such Loss or
      Expense; provided however that the Materiality Threshold shall not apply where
      there are no such qualifiers or references;

    (c)           any
      failure by Morris Communications or any of Sellers to pay or perform when due
      any of their liabilities or obligations arising out of or related to the
      business and operation of the Publications on or prior to the Closing Date
      which
      have not been assumed by Buyer hereunder, including, but not limited to, the
      Excluded Liabilities;

    (d)           any
      litigation, proceeding or claim by any third party relating to the business
      or
      operations of the Publications on or prior to the Closing Date which have not
      been expressly assumed by Buyer;

    (e)           the
      Excluded Assets; or

    (f)           any
      liability, including but not limited to any liability pursuant to any
      Environmental Law, arising from or related to conditions or events that occurred
      prior to the Closing arising from or related to the ownership of the Real
      Property and/or the operations of the Publications on the Real Property on
      or
      prior to the Closing Date; provided, however, that Morris Communications and
      Sellers shall have no liability pursuant to (i) any changes in use of the Real
      Property after the Closing Date which trigger clean-up standards that are more
      stringent than the


    
      
        
        

      

      
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    clean-up
      standards applicable based on the use of the Real Property as of the Closing
      Date and any reasonably foreseeable or related uses and (ii) any changes in
      Environmental Laws after the Closing Date which result in clean-up standards
      that are more stringent than the clean-up standards applicable as of the Closing
      Date with respect to the uses of the Real Property as of the Closing Date and
      any reasonably foreseeable or related uses.

    


    9.3           Indemnification
      of Sellers and Morris
      Communications.  Buyer and GateHouse
      Media, jointly and severally, agree to indemnify, defend and hold Sellers and
      Morris Communications harmless from and against any and all Loss and Expense
      suffered directly or indirectly by such Sellers and/or Morris Communications
      by
      reason of, or arising out of:

    


    (a)           any
      breach of any representation or warranty made by Buyer or GateHouse Media
      pursuant to this Agreement;

    (b)           any
      failure by Buyer or GateHouse Media to perform or fulfill any of their covenants
      or agreements set forth in this Agreement or the Note;

    (c)           any
      failure by Buyer or GateHouse Media to pay or discharge on or subsequent to
      the
      Closing Date any Assumed Liabilities hereunder or any liabilities or obligations
      arising out of or related to the business of the Publications incurred or first
      required to be performed by Buyer or GateHouse Media after the Closing
      Date;

    (d)           any
      litigation, proceeding or claim by any third party relating to the business
      or
      operation of the Publications after the Closing Date; or

    (e)           claims
      made by New Employees with respect to termination of employment by Buyer after
      the Closing Date, including, but not limited to, any claims for improper
      termination or severance payments.

    


    9.4           Notice
      of Claims.  If any party to the
      Agreement believes that it has suffered or incurred any Loss and Expense, it
      shall notify the other party(ies) promptly in writing and within the applicable
      time period specified in Section 9.1, describing such Loss and Expense, the
      amount thereof, if known, and the method of computation of such Loss and
      Expense, all with reasonable particularity and containing a reference to the
      provisions of this Agreement in respect of which such Loss and Expense shall
      have occurred; provided, however, that the amount of the Loss
      and


    
      
        
        

      

      
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    Expense
      set forth in the notice shall not be a limitation on any claim for the actual
      amount of such Loss and Expense.

    


    9.5           Defense
      of Third Party Claims.  If any action at
      law or suit in equity is instituted by a third party (a “Claim”) with respect to
      which any of the parties intends to claim a Loss and Expense under this
      Article IX, such party shall promptly notify the indemnifying party(ies) of
      such action or suit.  The indemnifying party(ies) shall have the right
      to conduct and control any Claim through counsel of its own choosing, but the
      indemnified party may, at its election, participate in the defense of any such
      Claim at its sole cost and expense.  If the indemnifying party(ies)
      does not notify the indemnified party within 10 days after receipt of the
      notice specified in this Section 9.5 that it is defending any such Claim,
      then the indemnified party may defend such Claim, and settle such Claim, through
      counsel of its own choosing, and recover from the indemnifying party the amount
      of any such settlement or of any judgment and the costs and

    expenses
      of such defense, including, but not limited to, reasonable attorneys’ fees and
      disbursements.

    


    Notwithstanding
      the foregoing, the failure by a party to abide by these terms and conditions
      shall not affect the other party’s obligations to indemnify such party against
      Loss and Expense under this Article IX, except to the extent the indemnifying
      party(ies) is actually prejudiced thereby.

    


    ARTICLE
      X.

    MISCELLANEOUS
      PROVISIONS

     

    10.1           Risk
      of Loss.  The risk of any loss, damage
      or destruction to any of the Acquired Assets to be transferred to Buyer
      hereunder from any cause shall be borne by Sellers at all times prior to the
      Closing hereunder.  Upon the occurrence of any loss or damage in
      excess of $100,000 to any of the Acquired Assets to be transferred hereunder
      prior to the Closing, Sellers shall notify Buyer of same in writing immediately
      stating with particularity the extent of the loss or damage incurred, the cause
      thereof if known and the extent to which restoration, replacement and repair
      of
      the Acquired Assets lost or destroyed will be reimbursed under any insurance
      policy with respect thereto.  In the event the loss exceeds $1,000,000
      and the Acquired Assets cannot be substantially repaired or restored within
      ninety (90) days after such loss, or, without regard to the


    
      
        
        

      

      
        -56-

        
        

      

      
        
        

      

    


    amount
      or
      duration of such loss, if production of any publication is interrupted for
      three
      (3) consecutive days resulting in a loss or expected loss of revenues following
      the Closing Date of $1,000,000 or more, Buyer shall have the option, exercisable
      by giving written notice to Sellers within 30 days after such loss,
      to:

    


    (a)           Accept
      alternative arrangements proposed by Sellers to provide Buyer the full economic
      benefit of the ownership of the effected Acquired Assets or
      Publications;

    (b)           Remove
      such particular Acquired Assets or the entire Publication with an equitable
      adjustment to the Purchase Price, in an amount subject to the reasonable consent
      of Sellers;

    (c)           If
      such loss is a Material Adverse Event, either:

    (i)           Terminate
      this Agreement unless the parties can agree to an equitable adjustment to the
      Purchase Price;

    (ii)           Postpone
      the Closing until such time as the Acquired Assets have been substantially
      repaired, replaced or restored; or

    (d)           Elect
      to consummate the Closing and accept the Acquired Assets in their “then”
condition, in which event Sellers shall assign to Buyer all rights under any
      insurance claim covering the loss and pay over to Buyer any proceeds under
      any
      such insurance policy thereto received by Sellers with respect
      thereto.

    


    10.2           Termination
      of Agreement.  This Agreement may be
      terminated by Sellers or Buyer at any time prior to the Closing
      Date:

    


    (a)           By
      the mutual consent of the parties hereto;

    (b)           Subject
      to extension under Section 7.2(b), by Sellers and Morris Communications if
      any
      of the conditions provided in Article VII hereof has not been timely met and
      cannot be met on or before December 31, 2007 (in each case other than as a
      result of a breach of this Agreement by Sellers or Morris Communications) and
      has not been waived, provided Sellers or Morris Communications is not then
      in
      material breach of this Agreement;

    (c)           Subject
      to extension under Section 8.2(b), by Buyer and GateHouse Media if any of the
      conditions provided in Article VIII hereof has not been timely met by and cannot
      be met on or before December 31, 2007 (in each case other than as a result
      of a
      breach of this Agreement by


    
      
        
        

      

      
        -57-

        
        

      

      
        
        

      

    


    Buyer
      or
      GateHouse Media) and has not been waived, provided Buyer or GateHouse Media
      is
      not then in material breach of this Agreement;

    (d)           As
      provided in Sections 1.4, 5.13, 5.19 or 10.1;

    (e)           By
      Buyer if any amendment, update or supplement made by Sellers and/or Morris
      Communications after the date hereof to the Schedules delivered to them by
      or on
      behalf of Seller pursuant to this Agreement or any materials supplementally
      delivered by or on behalf of Sellers and/or Morris Communications discloses
      any
      facts or circumstances which, individually or in the aggregate, which have,
      or
      may be reasonably expected to have, a  Material Adverse Effect;
      or

    (f)           By
      either Buyer or Sellers if the Closing has not occurred prior to April 1, 2008
      and the other Party has not provided notice of an intention to pursue a claim
      for a breach of this Agreement by the terminating Party.

    


    10.3           Liabilities
      Upon Termination.  In the event this
      Agreement is terminated pursuant to Section 10.2 above, no party hereto shall
      have any liability to any other party for costs, expenses, damages, loss of
      anticipated profits or otherwise, unless the termination occurs because of
      a
      willful and intentional breach by such party.

    


    10.4           Expenses.  Except
      as otherwise provided herein, all costs and expenses incurred in connection
      with
      this Agreement and the transactions contemplated hereby will be paid by the
      party incurring such costs and expenses.  Any sales or use Taxes or
      recording or transfer Taxes or fees directly related to transferring the
      Acquired Assets to Buyer (“Transfer Taxes”) shall be paid by
      Buyer.  The cost of title insurance for the Real Property purchased by
      Buyer hereunder shall be paid by Buyer.

    


    10.5           Employees
      and Employee Benefits.

    


    (a)           Buyer
      hereby agrees to offer employment, effective the day after the Closing Date,
      to
      all individuals who are, on the Closing Date, active, full or part-time
      Publication Employees (including employees on short-term leave).  With
      respect to each such Publication Employee to whom Buyer offers employment,
      Buyer
      shall offer to employ such person at a rate of total

     


    
      
        
        

      

      
        -58-

        
        

      

      
        
        

      

    


    compensation
      substantially similar as that which was paid to such Publication Employee
      immediately prior to Closing.  Each Publication Employee of Sellers
      who accepts employment with Buyer on the Closing Date is hereinafter referred
      to
      as a “New Employee”.

     

    (b)           Except
      as set forth in subsection (a) above, Buyer, in its sole discretion, shall
      determine what employee benefits will be made available to New Employees;
      provided, however, that Buyer (i) will offer medical coverage to New Employees
      immediately after the Closing Date; (ii) shall waive for New Employees, to
      the
      extent permitted by Buyer’s health plans, any pre-existing condition limitations
      and waiting periods that may apply under such health plans; and (iii) shall
      recognize New Employees’ service with Sellers or any of their respective
      Affiliates as if it were service with Buyer for purposes of satisfying any
      vesting requirements under any benefit plans offered by Buyer (but not for
      purposes of benefit accrual or for determining the amount of benefits payable
      under any benefit plan other than a vacation plan).  Notwithstanding
      the foregoing, nothing contained herein shall (i) be treated as an amendment
      to
      any particular employee benefit plan, (ii) obligate Buyer or any of its
      Affiliates to (A) maintain any particular benefit plan or (B) retain the
      employment of any particular employee (in general or at a particular rate of
      compensation), or (iii) give any third party the right to enforce any of the
      provisions of this Agreement.  Buyer retains all rights to amend or
      terminate any of its benefit programs in its sole discretion.

     (c)           Buyer
      shall be responsible for any obligations under federal, state or local plant
      closing statutes, including the Worker Adjustment and Retraining Notification
      Act of 1988, as amended (“WARN Act”), with respect to events occurring after the
      Closing Date other than any such obligations arising from the consummation
      of
      the transactions contemplated by this Agreement.

     

    (d)           Sellers
      and Morris Communications shall be responsible for and timely pay all
      compensation owed to New Employees and shall be responsible for and timely
      provide New Employees with all benefits owed under the Employee Benefit Programs
      through the Closing Date.  Sellers and Morris Communications will
      retain all of the Employee Benefit Programs, including all employee benefit
      plans and pension plans, and Buyer will not assume obligations under any such
      programs.  Sellers shall take all necessary and appropriate action to
      ensure that New Employees will not continue to be active participants in the
      Employee Benefit Programs after the Closing Date.  Sellers and Morris
      Communications shall be fully and solely responsible for any costs, expenses,
      obligations and liabilities arising out of the pension, retirement or
      other

     


    
      
        
        

      

      
        -59-

        
        

      

      
        
        

      

    


    benefit
      obligations attributable to the Employee Benefit Programs and Sellers’ current
      or former employees related to the period on or prior to the Closing
      Date.

     

    


     

    10.6           Further
      Assurances and Consents.

    


    (a)           To
      the extent Buyer and GateHouse Media have proceeded with Closing notwithstanding
      the failure of Sellers or Morris Communications to effect the deliveries
      contemplated by Sections 8.1(b) or 8.4, from time to time after the Closing
      Date, without further consideration, Sellers and Morris Communications will,
      at
      their expense, (i) execute and deliver, or cause to be executed and delivered,
      such documents to Buyer and GateHouse Media as Buyer and GateHouse Media may
      reasonably request in order to effectively vest in Buyer good and valid (and,
      in
      the case of Real Property, good and marketable) title to the Acquired Assets,
      and (ii) subject to Section 5.6(b), use reasonable efforts to obtain any
      third-party consents to the assignment to Buyer of the Material Contracts which
      require the consent of any third party by reason of the transactions provided
      for in this Agreement and which were not obtained by Sellers or Morris
      Communications on or before the Closing Date.

     

    (b)           From
      time to time after the Closing Date, Buyer will provide Sellers with access,
      with reasonable prior notice and during normal business hours, to the financial
      records of the Publications related to the period on or prior to the Closing
      Date for use by Sellers in connection with Tax and/or legal proceedings related
      to the operation of the Publications on or prior to the Closing
      Date.  Buyer agrees to maintain all Tax records related to the
      Publications for all Tax years that remain open as of the Closing Date unless
      and until (i) Sellers notify Buyer in writing that any such Tax year(s) has
      (have) been closed or (ii) Buyer has given Sellers prior written notice of
      its
      intent to destroy such records and Sellers have not reasonably and promptly
      requested that such records not be destroyed.

    (c)           If,
      in order to properly prepare its financial statements or documents to be filed
      with any Governmental Authority, it is necessary that any party hereto be
      furnished with additional information relating to the Acquired Assets or the
      Publications and such information is in the possession of any of the other
      parties hereto, such party or parties agree to use its/their best efforts to
      furnish such information to the requesting party without cost or expense to
      the


    
      
        
        

      

      
        -60-

        
        

      

      
        
        

      

    


    requesting
      party, unless it is necessary for such party or parties to incur third party
      expenses (e.g. legal or accounting fees) in connection with such request in
      which case the requesting party shall reimburse the furnishing party for such
      third party expenses.  After the Closing Date, except to the extent
      otherwise noted, each of the parties hereto, shall, to the extent reasonably
      requested by any other party hereto: (i) assist in the preparation of Tax
      Returns relating to the Acquired Assets and/or the Publications, (ii) cooperate
      in preparing any audits by or disputes with any Governmental Authority,
      including but not limited to, regarding any Tax Returns, (iii) at any time
      after
      the execution of this Agreement, assist in the preparation of audited financial
      statements to the extent they relate to, incorporate or rely upon any
      information regarding the Acquired Assets and/or the Publications, including
      but
      not limited to providing relevant work papers and any certification or
      representation reasonably requested, (iv) make available information, records
      and documents relating to Taxes relating to the Acquired Assets and/or the
      Publications (provided that each party shall have the right to reasonably limit
      contact and communications to specific individuals within their respective
      companies), and (v) furnish copies of correspondence received from any
      Governmental Authority in connection with any Tax audit or information request
      relating to the Acquired Assets and/or the Publications.

    (d)  Each
      of Buyer and GateHouse Media, on the one hand, and Sellers and Morris
      Communications on the other hand, shall use its reasonable commercial efforts,
      and shall cause its respective Affiliates to use their reasonable commercial
      efforts, to consummate the transactions contemplated by this Agreement as soon
      as practicable following the date hereof.  Each of Buyer and GateHouse
      Media, on the one hand, and Sellers and Morris Communications on the other
      hand,
      shall cooperate with the other party, and use all reasonable commercial efforts,
      to (a) procure all necessary and appropriate applications, notifications,
      filings and certifications, and satisfy all requirements prescribed by
      applicable law, rule on regulation for, and all conditions set forth in this
      Agreement to, the consummation of the Transactions contemplated hereby or
      thereby, and (b) effect the transactions contemplated by this Agreement at
      the
      earliest practicable date consistent with the terms hereof.  Without
      limiting the generality of the foregoing, each of Buyer and GateHouse Media,
      on
      the one hand, and Sellers and Morris Communications on the other hand, shall
      (i)
      cooperate in good faith and take all actions necessary, appropriate or advisable
      to file expeditiously and diligently with the Federal Trade Commission and
      the
      Department of Justice the materials required pursuant to the
      Hart-Scott


    
      
        
        

      

      
        -61-

        
        

      

      
        
        

      

    


    Rodino
      Act, (ii) use its reasonable  commercial efforts to prosecute such
      filings and respond to inquiries related to a favorable conclusion, (iii) not
      extend any waiting period under the Hart-Scott-Rodino Act or enter into any
      agreement not to consummate the transactions contemplated by this Agreement,
      except with the prior written consent of the other party, and (iv) use its
      reasonable commercial efforts to avoid entry of (or to have vacated or
      terminated) any decree, order or judgment that would restrain, prevent or delay
      the Closing.  In addition, subject to Sections 5.7 and 10.18 and
      except as prohibited by applicable law, rule or regulation, each
      of  Buyer and GateHouse Media, on the one hand, and Sellers and Morris
      Communications on the other hand, shall (x) promptly notify the other party
      of
      any written communication to such party from any Governmental Authority
      regarding antitrust matters and permit such other party to review in advance
      any
      proposed written communication to any such Governmental Authority, and (y)
      not
      participate in any meetings or substantive discussions with any Governmental
      Authority with respect to antitrust matters without offering the other party
      a
      meaningful opportunity to participate in such meetings or
      discussions.

    (e)           If
      the parties are not able to agree upon the Transition Services Agreements prior
      to the Closing, Morris Communications and Sellers shall provide to Buyer
      transition services as and to the extent reasonably requested by Buyer, at
      Buyer’s cost (which shall be equal to Sellers’ cost), pending the execution of
      the Transition Services Agreements, if any.

    


    10.7           Waiver
      of Compliance.  Except as otherwise
      provided in this Agreement, any failure of any of the parties to comply with
      any
      obligation, representation, warranty, covenant, agreement or condition herein
      may be waived only by a written instrument signed by the party granting the
      waiver.  Any such waiver or failure to insist upon strict compliance
      with a term of this Agreement shall not operate as a waiver of, or estoppel
      with
      respect to, any subsequent or other failure to comply.

    


    10.8           Notices.  All
      notices and other communications hereunder shall be in writing and shall be
      deemed given when delivered by hand or by facsimile transmission or mailed
      by
      registered or certified mail (return receipt requested), postage prepaid, to
      the
      parties at the following addresses (or at such other address for a party as
      shall be specified by like notice):


    
      
        
        

      

      
        -62-

        
        

      

      
        
        

      

    


    (a)           If
      to Sellers, to:

    Morris
      Publishing Group,
      LLC

    725
      Broad Street

    Augusta,
      Georgia 30901

    Attn:

    Fax
      No.

     

    with
      a
      copy to:

     

    Hull,
      Towill, Norman, Barrett & Salley, P.C.

    801
      Broad
      Street, 7th
      Floor

    Augusta,
      Georgia  30901

    Attn:  Lawton
      Jordan, Esq.

    Facsimile:
      706-722-9779

    


    (b)           If
      to Buyer:

    GateHouse
      Media Operating,
      Inc.

    350
      WillowBrook Office
      Park

    Fairport,
      New York 14450

    Attn:  Randy
      Cope

    Fax
      No. 585-248-2631

    


    with
      a
      copy to:

    


    GateHouse
      Media, Inc.

    350
      WillowBrook Office Park

    Fairport,
      New York 14450

    Attn:  Polly
      Grunfeld Sack

    General
      Counsel

    Fax
      No.
      (585) 248-9562


    
      
        
        

      

      
        -63-

        
        

      

      
        
        

      

    


    (c)           If
      to GateHouse Media:

    


    
      	
               

            	
              GateHouse
                Media, Inc.

            


    

    350
      WillowBrook Office Park

    Fairport,
      New York 14450

    Attn:                      Michael
      E. Reed

    Chief
      Executive Officer

    
      	
               

            	
              Fax
                No. (585) 248-2631

            


    

    


    with
      a
      copy to:

    


    GateHouse
      Media, Inc.

    350
      WillowBrook Office Park

    Fairport,
      New York 14450

    Attn:  Polly
      Grunfeld Sack

    General
      Counsel

    Fax
      No.
      (585) 248-9562

    


    (d)           If
      to Morris Communications:

    


    Morris
      Communications Company,
      LLC

    725
      Broad Street

    Augusta,
      Georgia 30901

    Attn:

    Fax
      No.

     

    with
      a
      copy to:

     

    Hull,
      Towill, Norman, Barrett & Salley, P.C.

    801
      Broad
      Street, 7th
      Floor

    Augusta,
      Georgia  30901

    Attn:  Lawton
      Jordan, Esq.

    Facsimile:
      706-722-9779

    


    10.9           Assignment.  This
      Agreement and all of its terms shall be binding upon and inure to the benefit
      of
      the parties and their respective successors and permitted
      assigns.  Prior to the Closing, this Agreement shall not be assigned
      by any party hereto without the prior written consent of the other parties;
      provided, however, that Sellers may assign its rights under this Agreement
      with
      respect to the portion of the Purchase Price allocated to the Real Property
      in
      accordance with Section 1.7 to a qualified intermediary for the purpose of
      facilitating a tax-free like-kind exchange of real estate.  Any such
      assignment to a qualified intermediary shall not relieve Sellers of any
      obligation hereunder, and shall not require Buyer to incur any additional
      expense or


    
      
        
        

      

      
        -64-

        
        

      

      
        
        

      

    


    liabilities.  Furthermore,
      Sellers shall reimburse GateHouse Media and Buyer for all costs and expenses
      (including reasonable attorney’s fees) in connection therewith.

    


    10.10                      Governing
      Law.  This Agreement shall be governed
      by, construed and enforced in accordance with the laws of the State of New
      York
      without reference to the choice of law principles thereof.  This
      Agreement sets forth the entire understanding of the parties, and supersedes
      any
      and all prior agreements, arrangements and understandings, written or oral,
      relating to the subject matter hereof and shall be governed and construed under
      the laws of the State of New York.  Any action or proceeding involving
      this Agreement shall be adjudicated in a court with jurisdiction in Monroe
      County, New York and the parties irrevocably consent to the personal
      jurisdiction and venue of such court.

    


    10.11                      Public
      Announcements.  Prior to the Closing,
      except as required by applicable law, rule or regulation, no public announcement
      (including an announcement to employees), press release or other disclosure
      to
      third parties concerning this Agreement or the transactions provided for herein
      shall be made by any party without the prior written approval of the other
      parties, which shall not be unreasonably withheld, conditioned or
      delayed.  With respect to any disclosures required by applicable law,
      rule or regulation, including disclosure requirements under applicable
      securities laws and Current Reports on Form 8-K under the Exchange Act, each
      party will consult with the other party and allow the other party to review
      the
      proposed disclosure prior to making any such disclosures.

    


    10.12                      No
      Third Party Rights.  Nothing in this
      Agreement shall be deemed to create any right on the part of any person or
      entity not a party to this Agreement.

    


    10.13                      Waiver
      of Jury Trial.  The parties hereto
      specifically waive any right to trial by jury in any court with respect to
      any
      contractual, tortious or statutory claim, counterclaim or crossclaim against
      the
      other arising out of or connected in any way to this Agreement because the
      parties hereto, each of whom are represented by counsel, believe that the
      complex commercial aspects of their dealing with one another make a jury
      determination neither desirable nor appropriate.


    
      
        
        

      

      
        -65-

        
        

      

      
        
        

      

    


    10.14                      Counterparts.  This
      Agreement may be executed via e-mail or facsimile and/or in identical
      counterparts and each counterpart hereof shall be deemed to be an original
      instrument, but all counterparts hereof taken together shall constitute a single
      document.

    


    10.15                      Headings.  The
      article and section headings contained in this Agreement are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      this Agreement.

    


    10.16                      Specific
      Performance.  Except as provided in
      Section 10.3, without limiting or waiving in any respect any rights or remedies
      of any of the parties hereto given under this Agreement, or now or hereafter
      existing at law or in equity or by statute, each of the parties hereto shall
      be
      entitled to seek specific performance of the obligations to be performed by
      any
      other party hereto, as the case may be, in accordance with the provisions of
      this Agreement.

    


    10.17                      Severability.  If
      any provision of this Agreement or the application of any such provision to
      any
      person or circumstance shall be held invalid, illegal or unenforceable in any
      respect by a court of competent jurisdiction, such invalidity, illegality or
      unenforceability shall not affect any other provision hereof.

    


    10.18                      Entire
      Agreement; Amendments.  This Agreement,
      including the Exhibits and the Schedules delivered pursuant hereto and the
      documents delivered hereunder, embodies the entire agreement and understanding
      of the parties in respect of the subject matter hereof, and supersedes all
      prior
      agreements and understandings between the parties.  This Agreement may
      not be amended except in a writing signed by both parties; provided, however,
      that the terms of that certain Confidentiality Agreement dated July 19, 2007
      between Sellers and GateHouse Media shall continue to be in force and effect
      in
      accordance with its terms.  The parties have caused this Agreement to
      be signed by their respective duly authorized officers as of the date first
      above written.


    
      
        
        

      

      
        -66-

        
        

      

      
        
        

      

    


    10.19                      Guaranties.

    


    (a)  Morris
      Communications hereby guarantees to Buyer and GateHouse Media, as a primary
      obligor, payment and performance by Sellers of their obligations under this
      Agreement and under each of the other agreements contemplated hereunder to
      which
      Sellers are a party (including without limitation, all amendments hereof and
      thereof), in each case, subject to the terms, conditions and limitations hereof
      and thereof.  Morris Communications hereby waives suretyship defenses,
      demand, payment, protest and notice of dishonor or nonperformance of any such
      obligations (other than any copies of notices required to be delivered under
      this Agreement to Morris Communications), and no consent of Morris
      Communications shall be required with respect to any amendment or waiver of
      this
      Agreement (other than this Section 10.19) that is effected in accordance with
      this Agreement.  The liability of Morris Communications under this
      Agreement by reason of this Section 10.19 is primary, and neither Buyer nor
      GateHouse Media shall be required to make any demand on Sellers for performance
      of any of its obligations under this Agreement, nor to exhaust any legal,
      contractual or equitable remedies against Sellers, prior to proceeding against
      Morris Communications.

     (b)  GateHouse
      Media hereby guarantees to Sellers, as a primary obligor, payment and
      performance by Buyer of its obligations under this Agreement and under each
      of
      the other agreements contemplated hereunder to which Buyer is a party (including
      without limitation, all amendments hereof and thereof), in each case, subject
      to
      the terms, conditions and limitations hereof and thereof.  GateHouse
      Media hereby waives suretyship defenses, demand, payment, protest and notice
      of
      dishonor or nonperformance of any such obligations (other than any copies of
      notices required to be delivered under this Agreement to GateHouse Media),
      and
      no consent of GateHouse Media shall be required with respect to any amendment
      or
      waiver of this Agreement (other than this Section 10.19) that is effected in
      accordance with this Agreement.  The liability of GateHouse Media
      under this Agreement by reason of this Section 10.19 is primary, and neither
      Sellers nor Morris Communications shall be required to make any demand on Buyer
      for performance of any of its obligations under this Agreement, nor to exhaust
      any legal, contractual or equitable remedies against Buyer, prior to proceeding
      against GateHouse Media.

    


    10.20                      Knowledge.  For
      all purposes hereunder, “to the knowledge of Morris Communications or Sellers”
(or words of like import) shall mean to the actual knowledge of each of William
      S. Morris III, William S. Morris IV, Craig S. Mitchell, Steve K. Stone, James
      C.
      Currow, Michael Traynor and Lucy Talley, in each case after due inquiry; and
“to
      the knowledge of GateHouse Media or Buyer” (or words of like import) shall mean
      to the actual knowledge of each of Michael Reed, Mark Thompson or Polly Grunfeld
      Sack, in each case after due inquiry.

    


    {Signature
      page follows}

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, which is
      effective as of the date first written above.

    


    SELLERS:

    


    MORRIS
      PUBLISHING GROUP, LLC

    By:           /s/                                                                

    Name:                         William
      S. Morris
      IV                                            

    Title:                         President                      

    


    


    MPG
      ALLEGAN PROPERTY, LLC

    By:           /s/                                                                

    Name:                         William
      S. Morris
      IV                                            

    Title:                         President                       

    


    


    BROADCASTER
      PRESS, INC.

    By:           /s/                                                                

    Name:                         William
      S. Morris
      IV                                            

    Title:                         President                      

    


    MPG
      HOLLAND PROPERTY, LLC

    By:           /s/                                                                

    Name:                         William
      S. Morris
      IV                                            

    Title:                         President                       


    
      
        
        

      

      
        -67-

        
        

      

      
        
        

      

    


    


    THE
      OAK RIDGER, LLC

    By:           /s/                                                                

    Name:                         William
      S. Morris
      IV                                            

    Title:                         President                     

    


    


    YANKTON
      PRINTING COMPANY

    By:           /s/                                                                

    Name:                         William
      S. Morris
      IV                                            

    Title:                         President                       

    


    


    MORRIS
      COMMUNICATIONS COMPANY, LLC

    By:           /s/                                                                

    Name:                         William
      S. Morris
      IV                                            

    Title:                         President                       

     

    


    BUYER:

    


    ____________________________________

    GATEHOUSE
      MEDIA OPERATING, INC.

    By:           /s/                                                                

    Name:  Mark
      Thompson_

    Title:    Chief
      Financial Officer

    


    


    GATEHOUSE
      MEDIA, INC.

    By:           /s/                                                                

    Name:
      Mark
      Thompson                                                                

    Title:   Chief
      Financial
      Officer                                                               


    
      
        
        

      

      
        -68-

        
        

      

      
        
        

      

    


    Exhibit
      A

    Publications

    


    The
      Daily
      Ardmoreite (Ardmore, Oklahoma)

    Spotlight
      (Ardmore, Oklahoma)

    Dodge
      City Daily Globe (Dodge City, Kansas)

    Shoppers
      Weekly (Dodge City, Kansas)

    Girard
      Press (Girard, Kansas)

    The
      Grand
      Island Independent (Grand Island, Nebraska)

    Heartland
      Shoppers (Grand Island, Nebraska)

    Hannibal
      Courier-Post (Hannibal, Missouri)

    Salt
      River Journal (Hannibal, Missouri)

    Hillsdale
      Daily News (Hillsdale, Michigan)

    Sampler
      (Hillsdale, Michigan)

    The
      Holland Sentinel (Holland, Michigan)

    Zeeland
      Sentinel (Holland, Michigan)

    Hamilton
      Herald (Holland, Michigan)

    The
      Shawnee News-Star (Shawnee, Oklahoma)

    Shopper’s
      Advantage (Shawnee, Oklahoma)

    York
      News-Times (York, Nebraska)

    The
      Morning Sun (Pittsburg, Kansas)

    The
      Sunland Shopper (Pittsburg, Kansas)

    Vermillion
      Plain Talk (Vermillion, South Dakota)

    LaEstrella
      de Dodge City (Dodge City, Kansas)

    Tip-Off
      Shopping Guide (Jonesville, Michigan)

    Trade
      & Transactions Advantage (York, Nebraska)

    Trade
      West (Grand Island, Nebraska)

    Flashes
      Publishers (Allegan, Michigan) (Commercial Printing)

    Flashes
      Shopping Guide (Allegan/North Holland/South Holland/Kalamazoo/Lakeshore/Zeeland,
      Michigan)

    West
      Michigan Senior Times (West Michigan)

    The
      Newton Kansan (Newton, Kansas)

    Prairie
      Shopper (Newton, Kansas)

    Prairie
      Shopper Plus (Newton, Kansas)

    The
      Examiner (Blue Springs, Missouri)

    The
      Examiner (Independence, Missouri)

    The
      Extra
      (Independence, Missouri)

    Winter
      Haven News Chief (Winter Haven, Florida)

    Winter
      Haven Shopping Guide (Winter Haven, Florida)

    The
      Polk
      Shopper (Winter Haven, Florida)

    The
      Oak
      Ridger (Oak Ridge, Tennessee)

    Missouri Valley
      Shopper (Yankton, South Dakota)

    The
      Broadcaster (Vermillion, South Dakota)

    Yankton
      Daily Press & Dakotan (Yankton, South Dakota)

    Town
      and
      Country (Yankton, South Dakota)

     

    
      
        
        

      

      
        -69-