exhibi_amendforbearagree.htm


     

    AMENDMENT
TO FORBEARANCE AGREEMENT

     

    This
Amendment to Forbearance Agreement (this “Amendment”), dated as
of April 6, 2009 (the “Amendment Date”), is
entered into by and among Morris Publishing Group, LLC (“MPG”) and Morris
Publishing Finance Co. (“MPF”) (MPG and MPF,
each an “Issuer” and together,
the “Issuers”),
each of the undersigned entities listed as guarantors (collectively, the “Guarantors”), and
each of the undersigned holders of the 7% Senior Subordinated Notes due 2013
Notes (the “Notes”) and/or, to
the extent not signing as a holder, their investment advisors or managers
identified on Annex
A hereto (collectively, the “Holders”).  Each
capitalized term used herein and not otherwise defined herein shall have the
meaning attributed to such term in the Existing Forbearance Agreement (as
defined below).

     

    W
I T N E S S E T H:

     

    WHEREAS, on February 26, 2009,
the Issuers, the Guarantors and the Holders entered into that certain
Forbearance Agreement, dated as of February 26, 2009 (the “Existing Forbearance
Agreement”), pursuant to which the Holders agreed, on the terms and
subject to the conditions set forth therein, to forbear during the Forbearance
Period from taking any Remedial Action under the Indenture and the Notes, and
from directing the Indenture Trustee to exercise any such rights and remedies on
their behalf resulting from the Existing Default and the Payment
Default;

     

    WHEREAS, on February 26, 2009,
MPG, the Credit Parties (as defined below), certain lenders party thereto, and
JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative
Agent”), entered into that certain Waiver No. 3, pursuant to which the
Administrative Agent agreed to waive certain defaults under the Credit
Agreement;

     

    WHEREAS, the Morris Companies
have requested that the Holders continue to forbear from taking any Remedial
Action under the Indenture and the Notes, and from directing the Indenture
Trustee to exercise any such rights and remedies on the Holders’ behalf
resulting from the Existing Default or the Payment Default; and

     

    WHEREAS, subject to the terms
and conditions set forth herein, the Holders have agreed to temporarily continue
their forbearance.

     

    NOW, THEREFORE, in
consideration of the mutual covenants set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

     

    SECTION
1. Amendments
to Existing Forbearance Agreement.

     

    (a) From and
after the time this Amendment becomes effective in accordance with Section 2
hereof, the definition of “Forbearance Termination Event” in Section 1 of the
Existing Forbearance Agreement shall be amended and restated in its entirety and
shall read as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              (a)

            	
              the
      acceleration of the maturity of any obligations under the Credit
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Waiver
      No. 3, dated as of February 26, 2009, by and among MCC, MPG and the
      Administrative Agent (“Waiver No. 3”),
      relating to the Credit Agreement and/or the Morris Companies’ and MCC’s
      existing senior secured term and revolving credit facilities (the “Senior Secured Credit
      Facilities”), shall cease to be effective, whether as a result of
      termination, expiration in accordance with its terms or otherwise (provided, however, that
      the occurrence of the event described in this subsection (b) shall not be
      a Forbearance Termination Event if Waiver No. 4 (as defined below) has
      been executed and is in effect at the time of such
  event);

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      amendment, waiver, supplementation or modification of Waiver No. 3 (except
      as a result of the execution of Waiver No. 4), or, following execution and
      effectiveness of Waiver No, 4,  any amendment, waiver,
      supplementation or modification of Waiver No. 4, in any such case without
      the consent of each of the Holders;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      occurrence of a Default or Event of Default under the Indenture other than
      the Existing Default or the Payment
Default;

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      filing of a bankruptcy case, including, without limitation, a chapter 11
      bankruptcy proceeding, by or with respect to any of the Morris Companies
      or any subsidiary thereof;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      breach of, or failure of the Morris Companies to comply with, Section 6(b) of
      this Agreement;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      failure of any representation or warranty made by the Morris Companies in
      this Agreement, or any amendments hereto, to be true and correct in all
      material respects as of the date when
made;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      failure by the Morris Companies to comply with any term, condition,
      covenant or agreement contained in this Agreement, or any amendments
      hereto;

            


    

     

    
      	
               
      

            	
              (i)

            	
              5:00
      p.m. EDT on April 6, 2009 (the “Expiration
      Time”); provided, however, that
      if MPG, MCC and the Administrative Agent shall have (i) executed a waiver
      to the Credit Agreement, in form and substance acceptable to each of the
      Holders (“Waiver
      No. 4”), extending through at least 5:00 pm. EDT on April 24, 2009
      the waiver set forth in Section 3(a) of
      Amendment No. 4 and Waiver No. 2 to the Credit Agreement
    and

            


    

     

    
      	
               
      

            	
              (ii)
      delivered a copy thereof to Stroock, in each case prior to the Expiration
      Time, and Waiver No. 4 shall have taken effect in accordance with its
      terms prior to the Expiration Time, then the Expiration Time shall be
      deemed extended to 5:00 p.m. EDT on April 24, 2009;
  or

            


    

     

    
      	
               
      

            	
              (j)

            	
              Waiver
      No. 4 shall cease to be effective, whether as a result of termination,
      expiration in accordance with its terms or
  otherwise.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (b) The
following covenants shall be added to the end of Section 6 of the
Existing Forbearance Agreement:

     

    (c) On or
before April 7, 2009, MPG shall furnish to the Advisors a detailed proposal, as
revised from the proposal previously disseminated to the Advisors on February
17, 2009 by the financial advisors for MPG, for a potential restructuring
transaction of the capital structure of the Morris Companies that assumes a full
repayment of the existing Loans (as defined in the Credit Agreement as of the
date hereof) under the Credit Agreement as a result of which the Notes (or any
securities into which the Notes are, or may be, exchanged) would become the
Morris Companies’ most senior class of indebtedness.

     

    (d) None of
(i) the Morris Companies, Morris Communications Company, LLC (“MCC”), Morris
Communications Holding Company, LLC (“Holdings”), Shivers
Trading & Operating Company (“Shivers”), MPG
Newspaper Holding, LLC (“MPG Holdings”),
certain guarantors party to the Credit Agreement (the “Credit Guarantors”;
and together with MCC, Holdings, Shivers and MPG Holdings, the “Credit Parties”; such
Credit Parties, together with the Morris Companies, being referred to herein as
the “Obligors”)
or any of their Affiliates, on the one hand, and (ii) the Morris Companies or
any of their Restricted Subsidiaries, on the other hand, shall directly or
indirectly enter into any transaction in connection with any refinancing in
whole or in part of the existing Loans if, as a direct or indirect result of
such refinancing, any Affiliate of any of the Obligors shall be either a (1)
Lender (as such term is defined in the Credit Agreement as of the date hereof)
or (2) beneficial owner of Indebtedness of the Morris Companies or any of their
Restricted Subsidiaries where such Indebtedness is Senior Debt, Guarantor Senior
Debt or Designated Senior Debt.

     

    (e) None of
the Morris Companies or their Restricted Subsidiaries shall incur any additional
Liens, other than Permitted Liens in an aggregate amount not to exceed $10.0
million or as otherwise required under the Credit Agreement, without the prior
written consent of holders of Notes that beneficially own more than 662⁄3% of the
aggregate principal amount of the Notes outstanding as of the date thereof;
provided, however, that any
additional Liens incurred in order to consummate a refinancing of the existing
Loans with a Lender that is not an Affiliate of any Obligor shall be deemed to
be “Permitted Liens”.

     

    (f) On or
before April 10, 2009, MPG and/or its advisors shall provide to the Advisors:
(i) a verbal description of the status of the potential sale of MCC Outdoor
Holding, LLC, MCC Outdoor, LLC (d/b/a Fairway Outdoor and Fairway Outdoor
Advertising) or their Affiliates (taken together, the “Selling Parties”), or
any of their respective assets;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (ii) all
material documentation relating to such transaction, including without
limitation, copies of any proposal or term sheet, letter of intent, purchase
agreement and any material correspondence (in each case redacted to the extent
necessary to maintain the confidentiality of a bidder’s identity or otherwise
comply with a confidentiality agreement entered into with a bidder) prepared or
delivered by or to any of the Selling Parties in connection with such potential
transaction that relates to (A) the bid price or value of the assets being sold
or (B) the status of the transaction; (iii) reasonable access to the legal and
financial advisors to the Selling Parties, who shall furnish the Advisors with
information regarding the potential transaction (including descriptions of
transaction structure and consideration to be received) and its status; and (iv)
information regarding any Dispositions (as defined in the Credit Agreement as of
the date hereof) in an aggregate amount or fair market value equal to or greater
than $5.0 million.

     

    (g) On or
before April 10, 2009, MPG shall provide to the Advisors (1) audited
consolidated annual financial information of MCC (including related footnotes)
for the period ended December 31, 2007, and (2) to the extent already prepared
by MCC and the Credit Guarantors for each of their lines of business, meaningful
financial information reflecting such lines of business’ assets, liabilities,
revenues, related expenses and operating performance, including any internal
operating reports, in each case for 2007, 2008 and 2009, as prepared on a
quarterly basis.

     

    (h) Contemporaneously
with the delivery of such financial information to the Lenders, MPG shall
provide to the Advisors audited consolidated annual financial information of MCC
(including related footnotes) for the period ended December 31, 2008; provided, however, if such
audited consolidated annual financial information will not be available on or
before April 16, 2009, then MPG shall provide unaudited consolidated annual
financial information of MCC (including related footnotes to the extent
completed) on or before April 10, 2009 and provide such audited consolidated
annual financial information once such information becomes
available.

     

    (i) On or
before April 10, 2009, the Morris Companies shall

     

    (i) cause
the members of their tax consolidated group to arrange for the Advisors to have
reasonable access to the internal and external tax advisors for any of the
members in such group, and (ii) schedule a call between the Advisors and
sufficiently qualified and knowledgeable attorneys at Mayer Brown LLP to discuss
both the tax opinion to be rendered in connection with the corporate
reorganization described in Amendment No. 4 to the Credit Agreement and related
tax issues.  Any calls or meetings scheduled pursuant to this
subsection shall occur within two (2) Business Days of being scheduled, or at a
later time provided that all participating parties shall agree.

     

    (j) On or
before April 10, 2009, MPG shall schedule calls between the Advisors and those
representatives of the Morris Companies sufficiently qualified and knowledgeable
to discuss the intellectual property and information technology used in MPG’s
business which was developed or owned by, or licensed to, an Affiliate of the
Obligors (including software, databases and customizations and extensions
thereto).  Any calls scheduled pursuant to this subsection shall occur
within two (2) Business Days of being scheduled, or at a later time provided
that all participating parties shall agree.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (k) On or
before April 10, 2009, MPG will cause to be provided to the Advisors or posted
to the virtual data room (“VDR”),

     

    (i)
copies of all account control agreements and real property mortgages entered
into in connection with the Credit Agreement; (ii) all UCC-1 financing
statements filed in favor of the Administrative Agent and/or lenders party to
the Credit Agreement; and (iii) any amendments or other documents entered into
in connection with the Consortium Agreement, dated November 18, 2006, related to
MPG or adding an Affiliate of MPG as a party to such venture.

     

    (l) On or
before April 13, 2009, MPG shall deliver to the Advisors a certificate signed by
an officer of MPG certifying, to his  knowledge (after due
investigation and inquiry), and without any personal liability absent willful
misstatement, that the responses to the Preliminary Due Diligence Request List,
dated February 20, 2009, and the Supplemental Due Diligence Request List, dated
March 4, 2009, are accurate, complete and correct in all material respects, and
that, to the extent such documents exist and can be located after due search and
inquiry, all documents identified in the responses as having been provided or to
be provided in the VDR have been provided to the Advisors or posted to the VDR
as of the date of such certificate, unless waived in writing by Stroock; provided, however, that such
certificate may be relied upon only in connection with the effectiveness of and
in compliance with the Existing Forbearance Agreement, as amended hereby, and
for no other purpose.

     

    SECTION
2. Conditions to
Effectiveness.  The effectiveness of this Amendment shall be
subject to the satisfaction of each of the following conditions:

     

    (a) the
Holders representing in the aggregate more than seventy-five (75) percent of the
outstanding principal amount of the Notes shall have executed this
Amendment;

     

    (b) the
Holders shall have received a duly executed counterpart of this Amendment from
each Morris Company listed on the signature pages hereto;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (c) (1) each
of the representations and warranties made by the Issuers and the Guarantors in
the Indenture, the Existing Forbearance Agreement, the Notes, and any amendments
thereto shall be true and correct in all material respects on and as of the date
of this Amendment as though made on and as of such date (unless any such
representation or warranty relates solely to an earlier date, in which case it
shall have been true and correct in all material respects as of such earlier
date); and (2) no Default or Event of Default (except with respect to the
Existing Default and the Payment Default) shall have occurred or be continuing
as of the Amendment Date; and

     

    (d) MPG shall
have paid all outstanding fees and expenses of the Advisors.

     

    SECTION
3. Representations of the
Holders.  Each Holder severally (but not jointly) represents
that, as of the date hereof: (i) it is the beneficial owner and/or investment
advisor or manager of discretionary accounts for the holders or beneficial
owners of the aggregate principal amount of the Notes listed opposite such
Holder’s name on the disclosure schedule attached hereto as Schedule 1; and (ii)
it has the power and authority to execute, deliver and perform this Amendment,
either on its own behalf or on behalf of such holders or beneficial owners for
which it acts as investment advisor or manager.

     

    SECTION
4. Representations of the
Issuers.  The Morris Companies represent that, as of the date
hereof:

     

    (a) To the
Knowledge (as defined below) of the Morris Companies, the Morris Companies have
not guaranteed any undertakings by any of their Affiliates who are not also
Morris Companies where the aggregate contingent liability of such undertaking is
equal to or greater than $5 million.  The word “Knowledge” shall mean
with respect to Morris Companies, the collective knowledge, after due
investigation and inquiry, of Steve Stone, Craig Mitchell and Mark S.
Burgreen.

     

    (b) All
guarantees by MCC and its Subsidiaries currently in effect under the Credit
Agreement have been posted to the VDR.

     

    (c) Each of
the agreements between (i) any of the Morris Companies, on the one hand, and
(ii) any Affiliate of an Obligor that is not also a Morris Company, on the other
hand, with a term longer than one (1) year or that has a value equal to or
greater than $1 million in the aggregate has been posted to the
VDR.

     

    (d) Since the
Forbearance Effective Date, none of the Morris Companies or their Restricted
Subsidiaries has incurred any Liens, other than Permitted Liens in an aggregate
amount not exceeding $10.0 million or as otherwise required under the Credit
Agreement.

     

    (e) Since the
Forbearance Effective Date, none of the Morris Companies or their Restricted
Subsidiaries has entered into any transaction that would be prohibited by new
Section 6(d) of the Existing Forbearance Agreement (i.e., paragraph (d) of
Section 1(b) hereof) if entered into after the effective date of this
Amendment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SECTION
5. Covenant of the
Holders.  Neither the Holders nor their respective Affiliates
shall take any action to directly or indirectly cause the Lenders to enforce
their rights or remedies under the Security and Guarantee
Agreement.

     

    SECTION
6. Reference to and Effect Upon the
Existing Forbearance Agreement.

     

    (a) Except as
specifically amended hereby, each of the Issuers, Guarantors and Holders hereby
acknowledge and agree that all terms, conditions, covenants, representations and
warranties contained in the Existing Forbearance Agreement, as amended hereby,
and all rights and obligations of the Issuers, Guarantors and Holders therein,
shall remain in full force and effect.  Each of the Issuers,
Guarantors and Holders hereby confirms that the Existing Forbearance Agreement,
as amended hereby, is in full force and effect and that none of the Issuers,
Guarantors and Holders has any defenses, setoffs, recoupments, offsets, claims
or counterclaims to the obligations under the Existing Forbearance Agreement, as
amended hereby.

     

    (b) Except as
expressly set forth herein, the execution, delivery and effectiveness of this
Amendment shall not directly or indirectly (i) create any obligation to continue
to defer any enforcement action after a Default or Event of Default, (ii)
constitute a consent or waiver of any past, present or future violations of any
provisions of the Existing Forbearance Agreement, as amended hereby or (iii)
amend, modify or operate as a waiver of any provision of the Existing
Forbearance Agreement, as amended hereby.  Except as expressly set
forth herein, each of Issuers, Guarantors and Holders, as applicable, reserves
all of its or their respective rights, powers, and remedies under the Existing
Forbearance Agreement, as amended hereby and/or applicable law.  All
of the provisions of the Existing Forbearance Agreement, as amended hereby, are
hereby reiterated, and if ever waived, reinstated.

     

    SECTION
7. Costs and
Expenses.  The Morris Companies agree to pay on demand all
costs and expenses of the Holders in connection with the preparation, execution
and delivery of this Amendment, including the reasonable fees, costs and
expenses of Stroock as counsel for the Holders with respect
thereto.

     

    SECTION
8. Execution in
Counterparts.  This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Delivery of an
executed signature page to this Amendment by facsimile transmission or otherwise
transmitted or communicated by email shall be as effective as delivery of a
manually executed counterpart of this Amendment.

     

    SECTION
9. Integration.  The
Existing Forbearance Agreement, as amended by this Amendment and any agreements
referred to herein constitute the entire contract among the parties hereto
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof, and may not be modified or amended except by a written instrument,
signed by each of the parties hereto, expressing such amendment or modification;
provided, however, that this
Amendment is not intended to in any way supersede or contradict the terms of the
confidentiality agreements dated February 17, 2009 between MPG and each of
Stroock and FTI Consulting, Inc.  Upon the effectiveness of this
Amendment as set forth in Section 2 hereof,
this Amendment shall be binding upon and inure to the benefit of the parties
hereto and, subject to and in accordance with Section 13.10 of the
Indenture, their respective successors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SECTION
10. Severability.  Wherever
possible, each provision of this Amendment shall be interpreted in such a manner
as to be effective and valid under applicable law, but if any provision of this
Amendment shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Amendment or the Existing Forbearance Agreement.

     

    SECTION
11. Survival.  Each of
the covenants required to be performed by MPG, MCC or the Morris Companies in
the Existing Forbearance Agreement (as hereby amended) or this Amendment shall
remain in full force and effect until the earlier to occur of (i) the seventh
(7th) Business Day (as defined in the Credit Agreement as of the date hereof)
after the date on which any Forbearance Termination Date shall have occurred, or
(ii) the principal of the Loans is (x) is declared to be due and payable or (y)
automatically becomes due and payable, in the case of clause (i) or (ii) above
as provided for in Article VII of the Credit Agreement.

     

    SECTION
12. Applicable
Law.  This Amendment shall be governed by and be construed and
enforced in accordance with, the laws of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations
Law).

     

    SECTION
13. Submission to
Jurisdiction.  EACH OF THE ISSUERS, THE GUARANTORS AND THE
HOLDERS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE EXISTING
FORBEARANCE AGREEMENT AS AMENDED HEREBY AND IRREVOCABLY ACCEPTS FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE
AFORESAID COURTS.  EACH OF THE ISSUERS, THE GUARANTORS AND THE HOLDERS
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER
APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING
HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE ISSUERS OR ANY GUARANTOR IN ANY OTHER JURISDICTION..

     

    SECTION
14. Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purposes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SECTION
15. Confidentiality.  Each
of the Morris Companies and each Holder (and their respective successors and
assigns) shall not publicly disclose any information provided to them in
connection with this Amendment, nor shall they publicly disclose Annex A or Schedule 1 to this
Amendment (collectively, the “Holder Information”),
except: (1) in any legal proceeding relating to this Amendment, provided that
the relevant Morris Company and/or Holder, as applicable, shall use its best
efforts to maintain the confidentiality of Holder Information in the context of
any such proceeding; (2) to the extent required by applicable law, rules,
regulations promulgated thereunder, or obligations, including, without
limitation, U.S. federal securities laws, as determined after consultation with
legal counsel; (3) in response to an oral question, interrogatory, request for
information or documents, subpoena, civil investigative demand or other process,
or a request from a government agency, regulatory authority or securities
exchange; (4) that MPG may summarize this Amendment in connection with a Form
8-K filing (in lieu of filing this Amendment as an exhibit thereto); (5) that
MPG may include this Amendment as an exhibit to the Company’s Form 10-Q for the
second quarter of 2009; provided, however, that MPG
shall not include Annex A or Schedule 1 in any
such filing and shall only disclose Annex A or Schedule 1 if
specifically required to do so by the Securities and Exchange Commission (“SEC”) after taking
all reasonable steps to resist disclosure, including requesting that each of
Annex A and
Schedule 1 be
accorded confidential treatment by the SEC; and (6) that the Morris Companies
may provide a copy of this Amendment (which copy shall not include Annex A or Schedule 1) to the
Administrative Agent and the lenders under the Credit Agreement, provided that in the
case of clauses (2), (3) or (5) above, the disclosing party provides notice to
the applicable Holder (promptly upon receipt of the subpoena or request so that
the Holder may seek an appropriate protective order or waive the relevant Morris
Company’s requirement for compliance with this Section 15), unless
such notice would be prohibited by law.  The Morris Companies will not
oppose any reasonable action by the applicable Holder to obtain an appropriate
protective order or other reliable assurance that confidential treatment will be
accorded the Holder Information and the information contained
therein.  If the applicable Holder chooses to oppose the production of
such information, it does so at its own expense.  Responding to any
such subpoena or other request, after providing notice as set forth herein,
shall not be deemed to be a breach of any provision of this
Amendment.  Notwithstanding anything to the contrary in this Section 15, the
Morris Companies may: (i) disclose the aggregate principal amount of Notes held
by the Holders executing this Amendment, taken as a whole and without reference
to the names of the Holders constituting such amount; and (ii) provide the
Indenture Trustee with the executed copy of this Amendment that includes the
individual signature pages of each of the Holders, but only in the event that
the Morris Companies first obtain the Indenture Trustee’s written consent not to
publicly disclose any information relating to the individual holdings of each
Holder.

     

    
      
        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.

         

         

        
          
            	
                     MORRIS
      PUBLISHING GROUP, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     MORRIS
      PUBLISHING FINANCE CO.

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          


          
            
               


            

            
              
                

              

            

            
               


            

          

        

         

         

        
          
            	
                     YANKTON
      PRINTING COMPANY

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     BROADCASTER
      PRESS, INC.

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     THE
      SUN TIMES, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     HOMER
      NEWS, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     LOG
      CABIN DEMOCRAT, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        


        
          
             


          

          
            
              

            

          

          
             


          

        


         

        
          
            	
                    ATHENS
      NEWSPAPER, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     SOUTHEASTERN
      NEWSPAPERS COMPANY, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     STAUFFER
      COMMUNICATIONS, INC.

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     FLORIDA
      PUBLISHING COMPANY

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     SOUTHWESTERN
      NEWSPAPERS COMPANY, L.P.

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          


          
            
               


            

            
              
                

              

            

            
               


            

          



         

        
          
            	
                     THE
      OAK RIDGER, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                     MPG
      ALLEGAN PROPERTY, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance

                  


          

        

         

         

        
          
            	
                    MPG
      HOLLAND PROPERTY, LLC

                  
	 
      
	 
      
	
                    By:
      /s/ Craig S. Mitchell

                  
	 
      	
                    Name:
      Craig S. Mitchell

                  
	 
      	
                    Title:
      Senior Vice President of
Finance