WAIVER
NO. 16




WAIVER
NO. 16 dated as of September 25, 2009 (this “Agreement”)
between MORRIS PUBLISHING GROUP, LLC (the “Borrower”),
MORRIS COMMUNICATIONS COMPANY, LLC (“MCC”),
MORRIS COMMUNICATIONS HOLDING COMPANY, LLC (“Holdings”),
SHIVERS TRADING & OPERATING COMPANY (“Shivers”),
MPG NEWSPAPER HOLDING, LLC (“MPG
Holdings”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary
Guarantors” and, together with the Borrower, MCC, Holdings, Shivers and
MPG Holdings, the “Obligors”),
the Lenders executing this Agreement on the signature pages hereto and JPMORGAN
CHASE BANK, N.A., as administrative agent for the lenders party to the Credit
Agreement referenced below (in such capacity, together with its successors in
such capacity, the “Administrative
Agent”).




The
Borrower, MCC, the lenders party thereto and the Administrative Agent are
parties to a Credit Agreement dated as of December 14, 2005 (as amended by
Amendment No. 1 thereto, Amendment No. 2 and Waiver thereto, Amendment No. 3
thereto, Amendment No. 4 and Waiver No. 2 thereto, Waiver No. 3 thereto,
Amendment No. 5 and Waiver No. 4 thereto, Waiver No. 5 thereto, Waiver No. 6
thereto, Waiver No. 7 thereto, Waiver No. 8 thereto, Amendment No. 6 and Waiver
No. 9 thereto, Waiver No. 10 thereto, Waiver No. 11 thereto, Waiver No. 12
thereto, Waiver No. 13 thereto, Waiver No. 14 thereto and Waiver No. 15 thereto
and as otherwise modified and supplemented and in effect immediately prior to
the effectiveness of this Agreement, the “Credit
Agreement”).  The Lenders executing this Agreement on the
signature pages hereto wish now to waive a certain Default under the Credit
Agreement, subject to the terms and provisions of this Agreement, and,
accordingly, the parties hereto hereby agree as follows:




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




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




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




(b)  extends,
until 5:00 p.m., New York City time, on October 2, 2009, the waiver set
forth in Section 3(b) of Amendment No. 6 and Waiver No. 9 to the Credit
Agreement of any Default under clause (b) of Article VII of the Credit Agreement
that consists solely of the Borrower or Morris Finance defaulting in the payment
when due of interest due on August 1, 2009 on the 2003 Senior Subordinated Notes
(the “August
1 Bond Interest Payment Default”);












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




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




provided
that such waivers shall expire upon:




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




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




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




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




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




Upon the
expiry of any of the foregoing waivers as provided above, the Administrative
Agent and each Lender shall be entitled to exercise any and all rights and
remedies under the Loan Documents in respect of any Event of Default covered by
such waiver to the extent such Event of Default shall then be
continuing.












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




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




(i)           Execution.  The
Administrative Agent shall have received executed counterparts of this Agreement
from the Obligors and the Required Lenders.




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




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




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




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












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




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




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




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




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




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










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






MORRIS
PUBLISHING GROUP, LLC


By: /s/ Craig S.
Mitchell


Name: Craig S.
Mitchell


Title: Senior Vice
President of Finance






MORRIS
COMMUNICATIONS COMPANY, LLC


By: /s/ Craig S.
Mitchell


Name: Craig S.
Mitchell
 Title: Senior Vice
President of Finance






MORRIS
COMMUNICATIONS HOLDING COMPANY,
LLC


By: /s/ Craig S.
Mitchell
 Name: Craig S.
Mitchell
 Title: Senior Vice
President of Finance





SHIVERS
TRADING & OPERATING COMPANY


By: /s/ Craig S.
Mitchell
 Name: Craig S.
Mitchell
 Title: Senior Vice
President of Finance






MPG
NEWSPAPER HOLDING, LLC


By: /s/ Craig S.
Mitchell
 Name: Craig S.
Mitchell
 Title: Senior Vice
President of Finance








MORRIS
PUBLISHING FINANCE CO.


YANKTON
PRINTING COMPANY


BROADCASTER
PRESS, INC.


THE
SUN TIMES, LLC


HOMER
NEWS, LLC


LOG
CABIN DEMOCRAT, LLC


ATHENS
NEWSPAPERS, LLC


SOUTHEASTERN
NEWSPAPERS COMPANY, LLC


STAUFFER
COMMUNICATIONS, INC.


FLORIDA
PUBLISHING COMPANY


THE
OAK RIDGER, LLC


MPG
ALLEGAN PROPERTY, LLC


MPG
HOLLAND PROPERTY, LLC


MCC
RADIO, LLC


MCC
OUTDOOR, LLC


MCC
MAGAZINES, LLC


MCC
EVENTS, LLC


HIPPODROME,
LLC


BEST
READ GUIDES FRANCHISE COMPANY, LLC


MORRIS
VISITOR PUBLICATIONS, LLC


MORRIS
BOOK PUBLISHING, LLC


THE
LYONS PRESS, INC.


MORRIS
AIR, LLC


MCC
HARBOUR CONDO, LLC


MCC
CUTTER COURT, LLC


MORRIS
DIGITAL WORKS, LLC


MSTAR
SOLUTIONS, LLC


MVP
FRANCE, LLC


MVP
GLOBAL, LLC


SOUTHWESTERN
NEWSPAPERS COMPANY, L.P.


MCC
OUTDOOR HOLDING, LLC


THE
MAP GROUP, INC.




By: /s/
Craig S. Mitchell
 Name: Craig S.
Mitchell
 Title: Senior Vice
President of Finance 
   JPMORGAN
      CHASE BANK, N.A.,As
      Administrative AgentBy:
      /s/ Neil R.
      BoylanName:
      Neil R. BoylanTitle:
      Managing Director






LENDERS:




JPMORGAN
      CHASE BANK, N.A.,IndividuallyBy:
      /s/ Neil R.
      BoylanName:
      Neil R. BoylanTitle:
      Managing Director




THE
      BANK OF NEW YORK MELLON,By:
      /s/ Edward J.
      DeSalvioName:
      Edward J. DesalvioTitle:
      Managing Director




SUNTRUST
      BANKBy:
      /s/ Katherine
      BassName:
      Katherine BassTitle:
      First Vice President




WACHOVIA
      BANK, NATIONAL ASSOCIATION,By:
      /s/ Russ
    LyonsName:
      Russ LyonsTitle:
      Director











ALLIED
      IRISH BANKS, PLCBy:
      /s/ Joseph
      AugustiniName:
      Joseph AugustiniTitle:
      Senior Vice President
  ALLIED
      IRISH BANKS, PLCBy:
      /s/ Shane
      O'DriscollName:
      Shane O'DriscollTitle:
      Assistant Vice President


GENERAL
      ELECTRIC CAPITAL CORP.By:
      /s/ Thomas CostelloName:
      Thomas CostelloTitle:
      Duly Authorized Signatory




USBANK NATIONAL ASSOCIATIONBy:/s/ Margarita
      ScherName:
      Margarita ScherTitle:
      Vice President




WEBSTER
      BANK, NATIONAL ASSOCIATION,By:
      /s/ John GilsenanName:
      John GilsenanTitle:
      Vice President







KEYBANK
      NATIONAL ASSOCIATION,By:
      /s/ Carla
      LaningName:
      Carla LaningTitle:
      Vice President




BANK
      OF AMERICA, N.A.By:
      /s/ Garrett M DoltName:
      Garrett M DoltTitle:
      Senior Vice President




COMERICA
      BANKBy:
      /s/ Sarah R.
      WestName:
      Sarah R. WestTitle:
      Vice President




AIB
      Debt Management, LimitedBy:/s/ Joseph
      AugustiniName:
      Joseph AugustiniTitle:
      Senior Vice President
  AIB
      Debt Management, LimitedBy:
      /s/ Shane
      O'DriscollName:
      Shane O'DriscollTitle:
      Assistant Vice President


RBS
      CITIZENS N.A.By:
      /s/ Joshua ConlonName:
      Joshua ConlonTitle:
      Bank
Officer