ASSET PURCHASE AGREEMENT by and among GATEHOUSE MEDIA, INC., GATEHOUSE MEDIA OPERATING, INC., MORRIS PUBLISHING GROUP, LLC, MPG ALLEGAN PROPERTY, LLC, BROADCASTER PRESS, INC., MPG HOLLAND PROPERTY, LLC, THE OAK RIDGER, LLC, YANKTON PRINTING COMPANY...Asset Purchase Agreement • November 14th, 2007 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made effective as of _____ , 2007, by and among GateHouse Media Operating, Inc., a Delaware corporation (“Buyer”), GateHouse Media, Inc., a Delaware corporation (“GateHouse Media”), Morris Communications Company LLC, a Georgia limited liability company (“Morris Communications”), Morris Publishing Group, LLC, a Georgia limited liability company (“Morris Publishing”), MPG Allegan Property, LLC, a Georgia limited liability company (“MPG Allegan”), Broadcaster Press, Inc., a South Dakota corporation (“Broadcaster”), MPG Holland Property, LLC, a Georgia limited liability company (“MPG Holland”), The Oak Ridger, LLC, a Tennessee limited liability company (“Oak Ridger”) and Yankton Printing Company, a South Dakota corporation (“Yankton” and collectively, with Morris Publishing, MPG Allegan, Broadcaster, MPG Holland and Oak Ridger, are referred to herein as “Sellers” and each individually as a “Seller”. As used herein, and as the context req
AMENDMENT NO. 2 AND WAIVERAmendment No. 2 and Waiver • December 4th, 2007 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 2 AND WAIVER dated as of November 28, 2007 (this “Agreement”) between MORRIS PUBLISHING GROUP, LLC (the “Borrower”), MORRIS COMMUNICATIONS COMPANY, LLC (“MCC”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”), MORRIS COMMUNICATIONS HOLDING COMPANY, LLC (“Holdings”) 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”).
WAIVER NO. 3Waiver Agreement • May 14th, 2009 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing • New York
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”).
SECOND AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • May 19th, 2008 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing
THIS SECOND AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT (the “Second Amendment”) is made this 16th day of May, 2008, and amends that certain Management and Services Agreement dated as of August 7, 2003, (the “Agreement”) by and between MORRIS COMMUNICATIONS COMPANY, LLC, a Georgia limited liability company (“Morris Communications”), MSTAR SOLUTIONS, LLC, a Georgia limited liability company (“MSTAR Solutions”) and MORRIS PUBLISHING GROUP, LLC, a Georgia limited liability company, as amended by that certain First Amendment to Management Services Agreement dated February 24, 2005, (the “First Amendment”). All capitalized terms used in this Second Amendment and not otherwise defined in this Second Amendment shall have the meanings set forth in the Agreement.
AMENDMENT NO. 1 TO TAX CONSOLIDATION AGREEMENT OF MORRIS PUBLISHING GROUP, LLCTax Consolidation Agreement • May 14th, 2009 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing
This AMENDMENT NO. 1 TO TAX CONSOLIDATION AGREEMENT (this “Amendment”) dated with an effective date of January 28, 2009 is by and between MORRIS PUBLISHING GROUP, LLC, a Georgia limited liability company (the "Company"), MORRIS COMMUNICATIONS COMPANY, LLC, a Georgia limited liability company ("Morris"), SHIVERS TRADING & OPERATING COMPANY, a Georgia corporation ("Shivers"), QUESTO, INC., a Georgia corporation (“Questo”) and MPG NEWSPAPER HOLDING, LLC, a Georgia limited liability company (“MPG Holding”). This Amendment hereby amends that certain Tax Consolidation Agreement dated as of August 7, 2003 between the Company, Morris and Shivers (the “Original Agreement”). Except as otherwise defined in this Amendment, terms defined in the Original Agreement (as amended hereby) are used herein as defined therein. The terms defined in this Amendment are hereby added as defined terms to the Original Agreement.
FORBEARANCE AGREEMENTForbearance Agreement • May 14th, 2009 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing • New York
This Forbearance Agreement (the “Agreement”), dated as of February 26, 2009, 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 Notes (as defined below) and/or, to the extent not signing as a holder, their investment advisors or managers identified on Annex A hereto (collectively, the “Holders”). Each of MPG, MPF and each of the Guarantors are referred to individually as a “Morris Company”, and collectively as the “Morris Companies.”
AMENDMENT NO. 4 AND WAIVER NO. 2Amendment No. 4 and Waiver No. 2 • May 14th, 2009 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing • New York
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
THIRD AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENTManagement and Services Agreement • October 7th, 2008 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing
THIS THIRD AMENDMENT TO MANAGEMENT AND SERVICES AGREEMENT (the “Third Amendment”) is made this 1st day of October, 2008, and amends that certain Management and Services Agreement dated as of August 7, 2003, (the “Agreement”) by and between MORRIS COMMUNICATIONS COMPANY, LLC, a Georgia limited liability company (“Morris Communications”), MSTAR SOLUTIONS, LLC, a Georgia limited liability company (“MSTAR Solutions”) and MORRIS PUBLISHING GROUP, LLC, a Georgia limited liability company (“Morris Publishing”), as amended by that certain First Amendment to Management Services Agreement dated February 24, 2005, (the “First Amendment”), as further amended by that certain Second Amendment to Management Services Agreement dated May 16, 2008, (the “Second Amendment”). All capitalized terms used in this Third Amendment and not otherwise defined in this Third Amendment shall have the meanings set forth in the Agreement.
AMENDMENT NO. 3Credit Agreement • October 8th, 2008 • Morris Publishing Finance Co • Newspapers: publishing or publishing & printing • New York
AMENDMENT NO. 3 dated as of September 30, 2008 (this “Agreement”) between MORRIS PUBLISHING GROUP, LLC (the “Borrower”), MORRIS COMMUNICATIONS COMPANY, LLC (“MCC”), the SUBSIDIARY GUARANTORS party hereto (the “Subsidiary Guarantors”), MORRIS COMMUNICATIONS HOLDING COMPANY, LLC (“Holdings”), 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”).
