AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT

This Amendment No. 3 to Forbearance Agreement (this “ Amendment No. 3 ”), dated as of May 28, 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).

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 “ February 26 Forbearance Agreement ”), as amended by that certain Amendment to Forbearance Agreement, dated as of April 6, 2009 (the “ April 6 Forbearance Amendment ”) and Amendment No. 2 to Forbearance Agreement dated as of April 23, 2009 (the “ April 23 Forbearance Amendment ”, and the February 26 Forbearance Agreement, as amended by the April 6 Forbearance Amendment and the April 23 Forbearance Amendment, 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 April 23, 2009, MPG, the Credit Parties, certain lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”), entered into that certain Waiver No. 5 (‘ Waiver No. 5 ”), 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 No. 3 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:

SECTION 2.   Conditions to Effectiveness.   The effectiveness of this Amendment No. 3 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 No. 3;

(b)   MPG, MCC and the Administrative Agent shall have executed Waiver No. 6, in form and substance acceptable to each of the Holders, and delivered a copy thereof to Stroock;

(c)   the Holders shall have received a duly executed counterpart of this Amendment No. 3 from each Morris Company listed on the signature pages hereto;

(d)   (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 Amendment Date 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

(e)   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 No. 3, 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, since the Forbearance Effective Date, none of the Morris Companies or their Restricted Subsidiaries has (a) incurred any Liens, other than Permitted Liens in an aggregate amount not exceeding $10.0 million or as otherwise required under the Credit Agreement, or

(b) entered into any transaction that would be prohibited by Section 6(d) of the Existing Forbearance Agreement (as modified by the April 6 Forbearance Amendment) if entered into after the effective date of the April 6 Forbearance Amendment.

SECTION 5.   Reference to and Effect Upon the Existing Forbearance Agreement .

(a)   Except as specifically a