MCC NEWSPAPERS, LLC

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT(the Agreement) is made and entered into as of the 6^th day of September, 2001, by and between MORRIS COMMUNICATIONS CORPORATION, a Georgia corporation (the Initial Member), as the sole member of MCC Newspapers, LLC, and MCC NEWSPAPERS, LLC, a Georgia limited liability company (the Company).

RECITALS

A. Reference is made to the Articles of Organization for MCC Newspapers, LLC, a Georgia limited liability company, filed in the office of the Secretary of State for the State of Georgia on September 6, 2001 (as the same may hereafter be amended or restated from time to time by amendments thereto filed as aforesaid, the Articles).

B. At formation, the Company is a single-member limited liability company, and the Initial Member is the only Member of the Company.

C. In entering this Operating Agreement (the Agreement), the Company and the Initial Member wish to make a full statement of their agreement with respect to the Company in order that, except to the extent the Agreement expressly incorporates by reference provisions of the Georgia Limited Liability Act (the Act) or is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Act or any other law or rule.

NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants herein contained, each of the parties hereto hereby covenants and agrees with the others as follows:

ARTICLE I

FORMATION OF COMPANY

1.1 Formation: Initial Member. The Company is to be formed effective upon the filing of the Articles in the office of the Secretary of State for the State of Georgia in accordance and pursuant to the Act. The parties confirm their intent and agreement that the Company shall be governed by the terms of this Agreement.

1.2 Name. The name of the Company is MCC Newspapers, LLC.

1.3 Principal and Other Offices. The principal office for the transaction of business of the Company is to be located at such place as may be fixed from time to time by the

Directors. Branch offices and places of business may be established at any time by the Directors at any place or places where the Company is qualified to do business, whether within or outside the State of Georgia.

1.4 Registered Office and Agent. The Directors shall designate a registered agent and registered office for service of legal process; these designations are to be filed with the Georgia Secretary of State as required by the Act. These designations may be changed at any time.

1.5 Term. The term of the Company shall be perpetual, unless terminated in accordance with either the provisions of this Agreement or the Act. The Company shall not terminate solely as a consequence of the dissociation, bankruptcy, insolvency, appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of a member of the Company or a substantial part of such members property, or assignment for the benefit of its creditors, or an admission in writing of the inability to pay its debts generally as they become due, or any similar action, of one or more of the members, so long as there remains a member of the Company.

ARTICLE II

BUSINESS OF COMPANY

2.1 The Company may engage in any business or activity permitted by law.

ARTICLE III

MANAGEMENT

3.1 Managers. The Company shall be managed by managers, to be known as the Board of Directors.

3.1.1 Management Delegated to Board of Directors. The Member hereby delegates all management of the Company to the Board of Directors which shall consist of such number as may be set from time to time by the Member. All decisions concerning the business affairs of the Company shall be made by the Board of Directors.

3.1.2 Election of Directors. Members of the Board of Directors shall be appointed by the Member and shall serve at the pleasure of the Member. Directors may be removed at any time by the Member, with or without cause.

3.1.3 Meetings. The Board by resolution may provide for an annual meeting or other regularly scheduled meetings, which may be held without notice as and when scheduled in such resolution. Special meetings of the Board may be called at any time by the Member, the Chairman of the Board, the President, or by any two (2) or more directors. The Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of such Board or committee by means of conference telephone or similar

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