exhibit_waiver5creditagree.htm


     

    WAIVER
NO. 5

     

    WAIVER
NO. 5 dated as of April 22, 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 and
Amendment No. 5 and Waiver No. 4 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 May 28, 2009, the waiver set forth
in Section 3(a) of Amendment No. 4 and Waiver No. 2 to the Credit Agreement of
any Default under clause (b) of Article VII of the Credit Agreement that
consists solely of the Borrower or Morris Finance defaulting in the payment when
due of interest due on February 1, 2009 on the 2003 Senior Subordinated Notes
(the “Bond Interest
Payment Default”); and

     

    (b)           waives
any Default that consists solely of MCC and the Borrower defaulting in the
performance of their obligation under Section 5.01(b) of the Credit Agreement to
deliver audited financial statements, together with the opinion thereon of
independent certified public accountants as required therein, with respect to
the fiscal year of MCC ending December 31, 2008 within 106 days of the end of
such fiscal year (the “Audited Financial
Default” and, together with the Bond Interest Payment Default, the “Specified Defaults”),
provided that
such audited financial statements and opinion are delivered prior to
5:00 p.m., New York City time, on April 24, 2009 (it being understood that
such waiver shall expire at such time if such audited financial statements and
opinion have not been delivered to the Lenders prior to such
time);


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    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. 2 to Forbearance Agreement referenced below)
without the consent of the
Required Lenders;

     

    (iii)           the
occurrence or continuance of any Default (including the Audited Financial
Default) other than (x) the Bond Interest Payment Default or (y) at any time
prior to 5:00 p.m., New York City time, on April 24, 2009, the Audited Financial
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 the Specified Defaults 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. 2 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 and
Amendment No. 2 to Forbearance Agreement, the “Amended Forbearance
Agreement”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

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

    

     

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

     

    Section
5.  Meeting
with Lenders.   The Obligors shall arrange and make their
senior management available for a meeting in person to which all Lenders are
invited, such meeting to occur prior to May 15, 2009.

     

    Section
6.  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
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

                
	
                  BEST
      READ GUIDES OF NEVADA, 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

                


        

        


        
          
            
               


            

            
              
                

              

            

            
               


            

          

        

         

        


      

      LENDERS:

       

       

      
        
          	
                  JPMORGAN
      CHASE BANK, N.A.,

                
	
                  Individually
      and as Administrative Agent

                
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  THE
      BANK OF NEW YORK MELLON,

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  SUNTRUST
      BANK

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                   WACHOVIA
      BANK, NATIONAL ASSOCIATION,

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  BANK
      OF AMERICA

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

        


        
          
            
               


            

            
              
                

              

            

            
               


            

          

        

         

        


      

      
        
          	
                  GENERAL
      ELECTRIC CAPITAL CORP.

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                   US
      BANK, N.A.,

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  WEBSTER
      BANK, NATIONAL ASSOCIATION,

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  KEYBANK
      NATIONAL ASSOCIATION,

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  SUMITOMO
      MITSUI BANKING CORPORATION,

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  COMERICA
      BANK

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                



          
            
               


            

            
              
                

              

            

            
               


            

          

        

      

       

       

      
        
          	
                  FIRST
      TENNESSEE BANK, NATIONAL ASSOCIATION

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

       

       

      
        
          	
                  MIZUHO

                
	 
      
	 
      
	
                  By:
      /s/

                
	 
      	
                  Name:

                
	 
      	
                  Title: