EXECUTION
COPY
WAIVER NO. 3
WAIVER NO. 3 dated as of February 26, 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 ”), 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 and Amendment No. 4 and Waiver No. 2 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:
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extends, until 5:00 p.m., New York City
time, on April 6, 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; and
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waives, until 5:00 p.m., New York City
time, on April 6, 2009, any Default under clause (d) of Article VII
of the Credit Agreement that consists solely of the Borrower, MCC
or any Subsidiary Guarantor defaulting in the performance of its
obligation under Section 7 of Amendment No. 4 and Waiver No. 2 to
the Credit Agreement to enter into such control agreements as
required thereunder on or prior to March 2, 2009; provided
that such waivers shall expire upon (i) the termination or expiry
of the Bondholder Forbearance Agreement referenced below or the
occurrence of any “Forbearance Termination Event”
thereunder (as such term is defined therein) or (ii) the occurrence
of any Default other than (x) any Default described above or (y)
any Default under clause (d) of Article VII of the Credit Agreement
that consists solely of the Borrower or any Guarantor defaulting in
the performance of its obligation under Section 6.01(f) of the
Security and Guarantee Agreement to cause to be filed such
continuation statements as may be necessary to maintain the
perfection of the security interest granted pursuant to the
Security and Guarantee Agreement (collectively, the “
Specified Defaults ”). Upon the expiry 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 waivers to the extent such Event of Default
shall then be continuing.
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Section 3. Representations and
Warranties . Each of the Borrower, MCC, Holdings,
Shivers, MPG Holdings and the Subsidiary Guarantors 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
