Joint Operating Agreement





                                      Among


                          The Denver Post Corporation,

                  Eastern Colorado Production Facilities, Inc.,

                      Denver Post Production Facilities LLC

                                       And

                          The Denver Publishing Company












                                   Dated as of
                                  May 11, 2000


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                                TABLE OF CONTENTS


                                    ARTICLE 1
                                     The LLC

1.1      Denver Post Production Facilities LLC.................................5
1.2      Amendment and Restatement of Operating Agreement; Change of Name;
         Additional Capital Contribution by Denver Post........................6
1.3      Sale of a Portion of Denver Post's Membership Interest in LLC to
         Denver Publishing; Initial Capital Contribution by Denver Publishing..7
1.4      Form of Additional Capital Contribution of Denver Post................8
1.5      Form of Initial Capital Contribution of Denver Publishing.............9
1.6      Valuation of Certain Capital Contributions; Adjustment................9
1.7      Other Capital Contributions..........................................12
1.8      Failure to Make Payments.............................................12
1.9      Contracts, Leases, Permits and Commitments; Assumption...............13
1.10     Advertising Contracts................................................14
1.11     Subscription Contracts...............................................15
1.12     Accounts Receivable..................................................15
1.13     Limitation on Assumption of Liabilities..............................15
1.14     Delivery of Books and Records........................................17
1.15     Use of Facilities and Properties.....................................17
1.16     Employees............................................................17
1.17     Newsprint Purchases..................................................20
1.18     Initial Activities of the LLC........................................20

                                    ARTICLE 2
                              Activities of the LLC

2.1      Publication of Newspapers............................................21
2.2      Property Used........................................................23
2.3      Editorial Independence...............................................23
2.4      News and Editorial Services and Expenses.............................24
2.5      Office Space.........................................................27

                                    ARTICLE 3
                         Quality of Content and Budgets

3.1      Quality of Content...................................................28
3.2      Budgets..............................................................28

                                    ARTICLE 4
             Duties of LLC, Including Distribution of Available Cash

4.1      Duties of LLC........................................................29
4.2      Allocation of Profits or Losses and Distributions of Cash............30

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4.3      Books and Records....................................................30
4.4      Financial Statements.................................................31
4.5      Auditors and Fiscal Year.............................................32
4.6      Tax Returns..........................................................33

                                    ARTICLE 5
                                Governance of LLC

5.1      Management Committee.................................................33
5.2      The President and Chief Executive Officer............................34
5.3      Certain Other Matters................................................35
5.4      Compensation.........................................................35

                                    ARTICLE 6
                                  Other Matters

6.1      Representations and Warranties.......................................35
6.2      Certain Action.......................................................37
6.3      NPA Filing...........................................................37
6.4      Announcements........................................................38
6.5      Interim Covenants....................................................38

                                    ARTICLE 7
                              Duration; Termination

7.1      Term.................................................................41
7.2      Termination of this Agreement; Dissolution of the LLC................41
7.3      Termination at End of Term...........................................43
7.4      Transfers of Interests Under the Agreement and The Denver Newspaper
         Agency Limited Liability Company Operating Agreement.................44

                                    ARTICLE 8
                              Costs and Liabilities

8.1      Responsibility for Costs.............................................45
8.2      Nature of Relationship...............................................46
8.3      Members' Individual Responsibilities.................................46
8.4      LLC's Responsibility.................................................47
8.5      Force Majeure........................................................47

                                    ARTICLE 9
                                  Miscellaneous

9.1      Notices..............................................................48
9.2      Non-Assignability....................................................49
9.3      Entire Understanding.................................................49
9.4      Headings.............................................................49

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9.5      Governing Law........................................................49
9.6      Modifications........................................................49
9.7      Severability.........................................................49
9.8      Specific Performance.................................................50
9.9      No Third Party Beneficiaries.........................................50

                                    EXHIBITS


Exhibit A  Denver Newspaper Agency Contribution and Sale Agreement

Exhibit B  Denver Newspaper Agency Limited Liability Company Operating Agreement

Exhibit C  Denver Newspaper Agency License for Denver Post Names and Denver Post
           Intangibles

Exhibit D  Denver Newspaper Agency License for News Names and News Intangibles

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                            JOINT OPERATING AGREEMENT


      This Joint Operating Agreement (hereinafter the "Agreement" or "The Denver
Newspaper  Agency Joint  Operating  Agreement"),  dated as of May 11,  2000,  is
entered into by and among The Denver Post  Corporation,  a Delaware  corporation
("Denver Post"), The Denver Publishing Company, a Colorado  corporation ("Denver
Publishing")  and Denver  Post  Production  Facilities  LLC, a Delaware  limited
liability company.

      Denver Post  currently  publishes THE DENVER POST each weekday and weekend
morning, in Denver, Colorado. Denver Publishing currently publishes DENVER ROCKY
MOUNTAIN NEWS each weekday and weekend morning,  in Denver,  Colorado.  Both THE
DENVER POST and DENVER ROCKY  MOUNTAIN NEWS (each,  hereinafter,  a "Newspaper",
and both hereinafter,  the  "Newspapers")  have substantial paid circulations in
the Denver, Colorado metropolitan area and throughout the State of Colorado;

      Although  THE  DENVER  POST  generates  operating  profits,  DENVER  ROCKY
MOUNTAIN NEWS suffers substantial  operating losses and is currently in probable
danger of financial failure;

      The parties to this Agreement  believe that the probable failure of DENVER
ROCKY  MOUNTAIN  NEWS can be avoided and that both  Newspapers  can be published
profitably  in the future  provided  that (1) they enter into a joint  newspaper
operating  arrangement (a "JOA")  pursuant to which their operating and business
functions  (but  not  their  news and  editorial  functions)  are  appropriately
combined,  (2) both THE DENVER  POST and DENVER  ROCKY  MOUNTAIN  NEWS  continue
separately to be published each weekday morning, (3) a special edition of DENVER
ROCKY  MOUNTAIN NEWS is published  each Saturday  morning  containing  editorial
pages from both DENVER ROCKY  MOUNTAIN  NEWS and THE DENVER  POST,  under a new,
joint masthead and (4) a special  edition of THE SUNDAY DENVER POST is published

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each Sunday  morning  containing  editorial  pages from both THE DENVER POST and
DENVER ROCKY MOUNTAIN NEWS, under a new joint masthead;

      Accordingly,  the  parties  have  agreed to enter  into a joint  newspaper
operating  arrangement,  which they  believe  meets the  requirements  of and is
entitled to the protection afforded by the Newspaper Preservation Act, 15 U.S.C.
ss. 1801 ET SEQ.  ("NPA").  The parties have determined that such an arrangement
will  serve not only their best  interests,  but also those of their  employees,
their subscribers, their advertisers and the communities which they serve.

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
covenants and agreements hereinafter set forth, the parties agree as follows:

                                    ARTICLE 1
                                     THE LLC

      1.1 DENVER POST PRODUCTION  FACILITIES LLC. Prior to the execution of this
Agreement,  Denver  Post  and its  wholly  owned  subsidiary,  Eastern  Colorado
Production  Facilities,  Inc., a Delaware  corporation  ("Eastern  Colorado" and
together  with Denver Post the "Post  Entities"))  caused to be formed under the
laws of the State of Delaware a limited  liability  company  named  "Denver Post
Production  Facilities  LLC"  (the  "LLC").  In  exchange  for its  and  Eastern
Colorado's  membership  interests  therein,  Denver Post itself and on behalf of
Eastern  Colorado  transferred  to the LLC the  following  assets  (hereinafter,
collectively, "Denver Post Initial Capital Contribution"):

            (a) all real  property and all  appurtenances  thereto and equipment
thereon located at 4495 Fox Street, Denver, Colorado (hereinafter,  collectively
the "Denver Post Production Facility"); and,

            (b) all furniture,  fixtures,  improvements,  equipment,  machinery,
parts,  computer hardware,  tools,  printing presses and other tangible property

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located at the Denver  Post  Production  Facility  other than  vehicles,  leased
personal  property  and  Inventory  (as  defined  in the  Contribution  and Sale
Agreement appended as Exhibit A hereto).

      1.2  AMENDMENT AND  RESTATEMENT  OF OPERATING  AGREEMENT;  CHANGE OF NAME;
ADDITIONAL CAPITAL CONTRIBUTION BY DENVER POST.

            (a) As of the  Effective  Date,  as  hereinafter  defined,  the Post
Entities  and the LLC shall  jointly and  severally  cause the LLC to change its
name to "The  Denver  Newspaper  Agency  LLC," to amend  and  restate  the LLC's
operating  agreement in the form appended as Exhibit B hereto  (hereinafter "The
Denver Newspaper Agency Limited Liability Company Operating Agreement"),  and to
cause to be made to and received by the LLC an additional  capital  contribution
from  Denver   Post,   hereinafter   the   "Denver   Post   Additional   Capital
Contributions," in the form described in Section 1.4 of this Agreement.

            (b) Concurrently with the foregoing, Post Entities shall also assign
to the LLC,  and the LLC shall  assume and become  fully  liable for, all of the
liabilities  relating to the operation of THE DENVER POST and/or the Denver Post
Contributed  Assets which are defined as "Denver Post  Assumed  Liabilities"  in
Section  2.3 of The Denver  Newspaper  Agency  Contribution  and Sale  Agreement
(hereinafter collectively also, the "Denver Post Assumed Liabilities"). Upon the
LLC's assumption of the Denver Post Assumed Liabilities,  Denver Post shall have
no further  obligation or liability with respect thereto,  and the LLC shall pay
and discharge all such assumed liabilities in full and in a timely manner.

            (c) As used in this  Agreement,  the  "Effective  Date" shall be the
first business day of the first month commencing  following the later of (i) the
day on which the written  consent of the Attorney  General of the United  States
becomes effective,  as provided in Section 4(b) of the NPA, and in Section 48.14
of the  Regulations  under the NPA (28 CFR ss.  48.1),  and as  contemplated  by

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Section 6.3 of this Agreement,  provided that no injunction or restraining order
shall then be in effect which  restrains  or prohibits  the carrying out of this
Agreement or the consummation of any of the transactions contemplated hereby and
all of the material  conditions for the dosing of such  transactions  shall then
have been  satisfied,  or (ii) if such  injunction  or  restraining  order is in
effect, the first day on which it is removed or eliminated without further right
of appeal, and all such conditions have been satisfied.

      1.3 SALE OF A  PORTION  OF DENVER  POST'S  MEMBERSHIP  INTEREST  IN LLC TO
DENVER PUBLISHING; INITIAL CAPITAL CONTRIBUTION BY DENVER PUBLISHING.

            (a) Immediately  following the implementation of the various matters
described and set forth in Section 1.2, Denver  Publishing shall (x) in exchange
for a Percentage Interest equal to Sixty Million Dollars  ($60,000,000)  divided
by the then fair market  value of the net assets of the LLC,  pay to Denver Post
the cash sum of Sixty Million Dollars  ($60,000,000),  hereinafter the "Purchase
Price" and (y) make an initial capital  contribution to the LLC, hereinafter the
"Denver  Publishing  Initial  Capital  Contribution,"  in the form set  forth in
Section 1.5 of this Agreement such that after such contribution,  the Percentage
Interests in the LLC shall be 50% for Denver Publishing, 49% for Denver Post and
1% for Eastern Colorado.

            (b) Concurrently with the foregoing,  Denver Publishing shall assign
to the LLC, and the LLC shall,  except as otherwise  provided in this Agreement,
assume and become  fully  liable  for,  all of the  liabilities  relating to the
operations  of  DENVER  ROCKY   MOUNTAIN  NEWS  and/or  the  Denver   Publishing
Contributed Assets which are defined as "Denver Publishing Assumed  Liabilities"
in Section 3.3 of The Denver  Newspaper  Agency  Contribution and Sale Agreement
(hereinafter  collectively also, the "Denver  Publishing Assumed  Liabilities").
Upon the LLC's assumption of the Denver Publishing Assumed  Liabilities,  Denver
Publishing  shall have no further  obligation or liability with respect thereto,

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and the LLC shall pay and discharge all such assumed  liabilities in full and in
a timely manner.

      1.4 FORM OF ADDITIONAL CAPITAL CONTRIBUTION OF DENVER POST.

            (a) Denver Post's Additional  Capital  Contribution shall consist of
the cash sum of One Million Dollars  ($1,000,000) and all of its rights,  title,
and  interest  not  previously  contributed  to the  LLC in and to the  specific
properties  and assets  currently  used or held for use in  connection  with the
production  and  publication  of  THE  DENVER  POST  which  are  defined  as the
"Additional  Denver Post Contributed  Assets" in Section 2.1 of The Contribution
and Sale  Agreement of even date  herewith  entered  into by the parties  hereto
(hereinafter,  "The Denver Newspaper Agency Contribution and Sale Agreement" and
also hereinafter  collectively the "Additional Denver Post Contributed Assets").
A copy of The  Denver  Newspaper  Agency  Contribution  and  Sale  Agreement  is
appended as Exhibit B to this Agreement.

            (b) The assets defined in Section 2.2 of The Denver Newspaper Agency
Contribution  and Sale  Agreement as "Denver  Post  Excluded  Assets"  shall not
constitute any part of the Additional  Denver Post Contributed  Assets but shall
remain the separate  property of Denver Post from and after the Effective  Date.
Notwithstanding the foregoing, Denver Post shall grant to the LLC a royalty-free
license with respect to such of the Denver Post  Excluded  Assets as are defined
as the Denver Post Names and the Denver Post  Intangibles  in Section 2.2 of The
Denver Newspaper Agency  Contribution and Sale Agreement.  Such license shall be
in the form attached hereto as Exhibit C, which shall be executed by Denver Post
and delivered to the LLC on the Effective Date.

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      1.5 FORM OF INITIAL CAPITAL CONTRIBUTION OF DENVER PUBLISHING.

            (a) Denver Publishing's  Initial Capital  Contribution shall consist
of the cash  sum of One  Million  Dollars  ($1,000,000)  and all of its  rights,
title,  and interest in and to the specific  properties  and assets used or held
for use in  connection  with the  production  and  publication  of DENVER  ROCKY
MOUNTAIN  NEWS which are defined as "Denver  Publishing  Contributed  Assets" in
Section  3.1 of The Denver  Newspaper  Agency  Contribution  and Sale  Agreement
(hereinafter collectively also, the "Denver Publishing Contributed Assets").

            (b) The assets defined in Section 3.2 of The Denver Newspaper Agency
Contribution and Sale Agreement as "Denver Publishing Excluded Assets" shall not
constitute any part of the Denver Publishing Contributed Assets but shall remain
the separate  property of Denver  Publishing  from and after the Effective Date.
Notwithstanding  the  foregoing,  Denver  Publishing  shall  grant  to the LLC a
royalty-free  license  with  respect to such of the Denver  Publishing  Excluded
Assets as are defined as the News Names and the News  Intangibles in Section 3.2
of The Denver  Newspaper Agency  Contribution  and Sale Agreement.  Such license
shall be in the form  attached  hereto as Exhibit D, which  shall be executed by
Denver Publishing and delivered to the LLC on the Effective Date.

      1.6 VALUATION OF CERTAIN CAPITAL CONTRIBUTIONS; ADJUSTMENT.

            (a)  Subject  to  the  making  of  the  True-Up   Contribution   (as
hereinafter  defined),  each of the parties to this  Agreement  agrees,  for all
purposes with respect to this  Agreement,  The Denver  Newspaper  Agency Limited
Liability   Company   Operating   Agreement  and  The  Denver  Newspaper  Agency
Contribution and Sale Agreement, that the fair market value of (i) Denver Post's
and Eastern Colorado's  aggregate Initial and Additional  Capital  Contributions
and aggregate  capital  account  balances and (ii) the Purchase Price and Denver

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Publishing's Initial Capital Contribution and capital account balance,  shall be
deemed to be equal.

            (b) To the extent that the aggregate  value,  determined  (except as
hereinafter expressly provided) in accordance with generally accepted accounting
principles  consistently  applied, of the working capital contributed to the LLC
as of the  Effective  Date by each of Post  Entities and Denver  Publishing as a
consequence  of  Post  Entities'  Additional  Capital  Contribution  and  Denver
Publishing's  Initial  Capital  Contribution  differs,  the party whose  working
capital  contribution is the lesser in value shall promptly  following the final
determination of such value (as hereinafter  provided)  contribute to the LLC an
additional  cash sum (the  "True-Up  Contribution")  equal to the  difference in
value of the parties' respective working capital contributions.  Once made, such
True-Up  Contribution shall be deemed to be part of the capital  contribution of
the party making such True-Up  Contribution and aggregate capital  contributions
and aggregate capital accounts of the Post Entities shall be deemed equal to the
capital contribution and capital account of Denver Publishing.

            (c) For purposes of determining  the amount of any required  True-Up
Contribution,  the determination of the value of the working capital contributed
to the LLC as of the Effective Date by each of Denver Post and Denver Publishing
shall be determined by the party making such contribution upon written notice to
the other parties to this Agreement and the LLC not later than one hundred fifty
(150) days following the Effective Date.

            (d) Except as expressly  hereinafter  provided,  such  determination
shall be similarly made with respect to both Denver Post and Denver  Publishing,
on the basis of generally accepted accounting  principles  consistently applied.
Notwithstanding  the  foregoing,  for the purpose of such  calculations  (a) all
newsprint  inventories of Denver Post and Denver  Publishing  shall be valued at
book value  (without any corporate or other  mark-up),  (b) current  liabilities
shall include the present value of all capital leases relating to the respective
operations of THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS (provided, that for
such  purpose THE NEW YORK TIMES  press lease  relating to THE DENVER POST shall
not be  considered  a capital  lease for this  purpose  as long as the  revenues
derived by the LLC from the future  operations of this press (excluding  current
commercial  printing jobs currently  printed  elsewhere by Denver Post) equal or
exceed  payments by the LLC for such years pursuant to such lease),  and (c) all
trade accounts  receivable shall be valued based upon the actual  collections of
the LLC with respect thereto during the 120 day period immediately following the
Closing (with no value being attributed to any receivables  remaining unpaid 120
days  following the Closing,  provided that any sums  thereafter  collected with
respect to such receivables shall belong exclusively to the party assigning such
receivables  to the  LLC),  and  (d)  the  unfulfilled  portion  of the  prepaid
subscription  liabilities  for each of THE DENVER POST and DENVER ROCKY MOUNTAIN
NEWS as of the  Effective  Date  shall  each be  valued  based  upon a value  of
Twenty-Five  Cents ($0.25) for each copy of the weekday and Saturday editions of
each  Newspaper and One Dollar  ($1.00) for each copy of each Sunday  edition of
each Newspaper due to be delivered subsequent to the Effective Date.

            (e) If either party  objects to the other party's  determination  of
the amount of working capital it contributed to the LLC, such objection shall be
communicated  in writing to all of the other  parties to this  Agreement and the
LLC  within  forty-five  (45) days of receipt  of such  determination.  All such
objections  shall  be  referred  for  final  resolution  to a firm or  firms  of
independent  auditors chosen by mutual agreement of the independent  auditors of
the  parties.  All of the parties to this  Agreement  and the LLC shall  receive
written  notification of the independent  auditor's final  determination  of the

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value of such party's  working  capital  contribution  (determined in the manner
provided in this Agreement) within thirty (30) days of such referral.

      1.7  OTHER  CAPITAL  CONTRIBUTIONS.  In  the  event  that  the  LLC  shall
subsequent  to  the  Effective   Date  require  funds  other  than  the  capital
contributions  described  in  Sections  1.4 and 1.5 of  this  Agreement  for any
authorized  business  purpose,  all such funds,  unless  obtained  from  outside
sources  (subject to Section 5.1,  hereof),  shall be contributed by Denver Post
and Denver  Publishing on identical terms and in equal shares,  when and as such
additional contributions may be authorized as provided in Sections 5.1 or 8.1(c)
hereof.

      1.8  FAILURE  TO MAKE  PAYMENTS.  If (i)  either  Denver  Post  or  Denver
Publishing (a "Defaulting  Party") fails to make to the LLC any payment required
hereunder,  or under the terms of either The  Denver  Newspaper  Agency  Limited
Liability   Company   Operating   Agreement  or  The  Denver   Newspaper  Agency
Contribution  and Sale  Agreement,  including,  but not limited to, any properly
authorized capital  contribution,  the other party (the "Non-Defaulting  Party")
may lend the amount  thereof to the LLC on behalf of the  Defaulting  Party,  or
(ii) the Defaulting Party breaches any of its other  obligations to the LLC, the
other party may cure such breach. In any such event, (x) no distributions  shall
thereafter  be made to the  Defaulting  Party by the LLC pursuant to Section 4.1
(c)  hereof or  otherwise  until  the full  amount of such loan that was made or
incurred by the Non-Defaulting  Party, plus interest from the date of default to
the date(s) of such repayment(s) at a rate per annum equal to the rate announced
from  time to time by The Bank of New York as its  prime or  reference  rate has
been paid in full to the  Non-Defaulting  Party by the Defaulting  Party and (y)
and  all  such  distributions  which  are  thus  withheld  by the LLC  from  the
Defaulting  Party  shall  instead  concurrently  be  paid  by  the  LLC  to  the
Non-Defaulting Party in repayment of such party's loan.

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      1.9  CONTRACTS,  LEASES,  PERMITS  AND  COMMITMENTS;  ASSUMPTION.  On  the
Effective  Date,  Denver Post and Denver  Publishing each will make available to
the LLC, by way of assignment or otherwise,  and will thereafter  permit the LLC
to  assume  and  perform,  all  contracts,   leases,   permits  and  commitments
(collectively, the "Contracts") relating to the operations of THE DENVER POST or
DENVER  ROCKY  MOUNTAIN  NEWS and/or the Denver Post  Contributed  Assets or the
Denver Publishing Contributed Assets exclusive of: (a) those Contracts described
in Section  1.4(b) or Section  1.5(b)  hereof,  (b) those  Contracts  defined as
Denver Post Excluded Assets, Denver Post Excluded Liabilities, Denver Publishing
Excluded  Assets  or  Denver  Publishing  Excluded  Liabilities  in  The  Denver
Newspaper Agency Contribution and Sale Agreement,  (c) any other Contracts which
relate to the news and/or editorial functions of THE DENVER POST or DENVER ROCKY
MOUNTAIN NEWS (except as may otherwise be otherwise expressly provided herein or
in The Denver Newspaper Agency  Contribution and Sale Agreement),  and (d) those
advertising or subscription  Contracts described in Sections 1.10 or 1.11 hereof
(hereafter collectively,  the "Excluded Contracts").  To the extent that any one
or more of the Contracts to be assigned to the LLC may be  assignable  only with
the  consent or  consents of third  persons,  Denver Post and Denver  Publishing
agree to use all  reasonable  efforts to procure such  consent or  consents,  in
cooperation  with the LLC, by the  Effective  Date or as soon  thereafter  as is
reasonably  practicable.  Except as may  otherwise  be provided in Section  1.13
hereof,  the LLC shall be  responsible  for,  and shall  pay,  any  cancellation
charges  or other  liabilities  of Denver  Post or Denver  Publishing  under any
Excluded Contract.  Notwithstanding the foregoing or any other provision of this
Agreement, the LLC shall not, by virtue of the foregoing, be required hereby, as
of or  subsequent  to the  Effective  Date,  to assume or otherwise  perform any
Contract  (including,  but not limited to any  collective  bargaining  agreement

<PAGE>

other  than any such  agreement  that  requires  assignment  and  assumption  in
connection  with  the  transactions   contemplated  hereby)  if  the  Management
Committee (by Absolute  Majority Vote)  determines such assumption is not in the
LLC's best interest;  provided, that any Contract which the Management Committee
determines not to assume shall be deemed an Excluded Contract for the purpose of
the preceding sentence.

      1.10  ADVERTISING  CONTRACTS.  In order to implement the Licenses  granted
pursuant to Exhibits C and D hereto, Denver Post and Denver Publishing each will
deliver to the LLC (a) on the Effective  Date (subject to any required  approval
from the  Attorney  General),  the  advertising  information  required  by their
respective Licenses,  and (b) within 10 days after the Effective Date, a list of
the amount of space used, up to but not  including  the Effective  Date, by each
such  advertiser.  The LLC will  use such  efforts  as it deems  reasonable  and
appropriate to fulfill and complete such  advertising  contracts and commitments
requiring performance on or subsequent to the Effective Date, and shall have the
exclusive  right to make such  modifications  or short ratings or  cancellations
thereof as it deems  reasonable and appropriate  and shall,  except as otherwise
provided in Section 1.13 hereof, indemnify Denver Post or Denver Publishing with
respect to all liabilities  arising thereunder for all periods subsequent to the
Effective Date. By the Effective Date, each of Denver Post and Denver Publishing
shall  independently  develop  standards for  determining the  acceptability  of
advertising for subsequent  publication in its Newspaper (with Denver Publishing
developing  standards  for the  Saturday  Edition  and  Denver  Post  developing
standards for the Sunday Edition), and the LLC shall subsequent to the Effective
Date apply those standards in determining the  acceptability of advertising copy
for subsequent publication in such Newspaper.

<PAGE>

      1.11  SUBSCRIPTION  CONTRACTS.  In order to implement the Licenses granted
pursuant  to  Exhibits C and D hereto,  on the  Effective  Date  (subject to any
required approval from the Attorney General),  Denver Post and Denver Publishing
each will deliver and make available to the LLC all subscription  contracts then
relating to THE DENVER POST and DENVER ROCKY  MOUNTAIN NEWS,  respectively.  The
LLC  will  subsequent  to the  Effective  Date  use  such  efforts  as it  deems
reasonable  and  appropriate  to  fulfill  and  perform  all  such  subscription
contracts for the regular  weekday  editions of THE DENVER POST and DENVER ROCKY
MOUNTAIN  NEWS, and may, if necessary,  use such efforts as it deems  reasonable
and  appropriate to fulfill and perform such contracts by delivering  subsequent
to the Effective  Date the Saturday  Edition (as defined in Section 2.1 hereof),
to  all  subscribers   who  will  accept  the  same  in  substitution   for  the
pre-Effective  Date Saturday  edition of THE DENVER POST and the Sunday  Edition
(as defined in Section 2.1 hereof) to all  subscribers  who will accept the same
in  substitution  for the  pre-Effective  Date  Sunday  edition of DENVER  ROCKY
MOUNTAIN NEWS.

      1.12 ACCOUNTS RECEIVABLE.  Between the date hereof and the Effective Date,
Denver Post and Denver Publishing shall use all reasonable  efforts,  consistent
with past practices,  to collect their respective  advertising,  circulation and
other trade  accounts  receivable  arising out of the  publication of THE DENVER
POST, and DENVER ROCKY MOUNTAIN NEWS ("Accounts  Receivable").  On and after the
Effective  Date,  the LLC shall  have the sole  right to  collect  all  Accounts
Receivable,  and to use such methods with respect to such collection,  including
settlement, compromise or litigation, as the LLC shall determine.

      1.13 LIMITATION ON ASSUMPTION OF  LIABILITIES.  On the Effective Date, the
LLC shall assume and be responsible for only those liabilities or obligations of
Denver Post and Denver  Publishing  that are  specifically  contemplated by this

<PAGE>

Agreement and The Denver Newspaper Agency  Contribution and Sale Agreement to be
assumed by the LLC and for no others.  In addition to any liabilities  which may
be defined as Denver Post Excluded  Liabilities  or Denver  Publishing  Excluded
Liabilities in The Denver Newspaper Agency Contribution and Sale Agreement,  the
liabilities to be assumed by the LLC on the Effective Date shall not include any
of the following  liabilities  (all of which shall  hereinafter  collectively be
deemed "Excluded Liabilities"):  All intercompany indebtedness, all indebtedness
for borrowed  money (other than capital  leases related to the operations of THE
DENVER POST or DENVER ROCKY  MOUNTAIN  NEWS),  all deferred tax  liabilities  of
whatever  nature,   all  accrued  income  or  franchise  tax  liabilities,   all
liabilities  for failure to perform or discharge in a timely manner prior to the
Effective  Date any liability to be assigned to the LLC as of the Effective Date
hereof, all liabilities arising from any breach occurring prior to the Effective
Date under any contract,  license or other  instrument to be assigned to the LLC
as of the Effective Date, all liabilities arising from any litigation pending or
threatened  as of the  Effective  Date with respect to the  operations of Denver
Post or Denver  Publishing or any assets to be  transferred to the LLC as of the
Effective Date and all liabilities arising out of any violations occurring prior
to the Effective Date of any law or  governmental  regulation  applicable to the
operations of Denver Post or Denver  Publishing or the assets being  transferred
to the LLC as of the Effective Date.

      Denver Post and Denver Publishing,  respectively, shall indemnify and hold
the other party and the LLC harmless  against any and all damage,  loss and cost
(including reasonable attorneys' fees) arising out of or related to any Excluded
Liability or any other liability or obligation of the indemnifying party that is
not to be assumed by the LLC as of the Effective Date pursuant to this Agreement
or The Denver Newspaper Agency Contribution and Sale Agreement.

<PAGE>

      1.14 DELIVERY OF BOOKS AND RECORDS.  As of the Effective Date, Denver Post
and Denver Publishing each will deliver to the LLC such of their books, records,
and  files  (not  including  general  books  of  account)  and  circulation  and
advertising  accounts  receivables ledgers and accounts payable ledgers relating
to THE DENVER POST or DENVER  ROCKY  MOUNTAIN  NEWS,  whether or not  heretofore
expressly  referred to herein, as may be reasonably  required in connection with
the collection of accounts receivable and the payment of assumed liabilities and
the  production,  marketing,  and  circulation of the newspapers to be produced,
marketed, and circulated hereunder by the LLC.

      1.15  USE  OF  FACILITIES  AND  PROPERTIES.  Upon  and  subsequent  to the
Effective Date the properties and assets theretofore or thereupon contributed to
the LLC by Denver  Post and  Denver  Publishing  shall be  retained  and used in
connection with the joint operating  arrangement  contemplated hereby, except as
the Management Committee shall by Absolute Majority Vote determine otherwise.

      1.16 EMPLOYEES.

            (a)  Commencing  as of the Effective  Date,  The President and Chief
Executive  Officer of the LLC shall  determine the staffing  levels required for
the  LLC's  operations  and shall  retain  employees  to  perform  non-news  and
non-editorial operations,  including those employees and former employees of THE
DENVER POST and DENVER ROCKY MOUNTAIN NEWS, as the President and Chief Executive
Officer shall deem reasonably necessary, appropriate or desirable to perform the
LLC's  operations.  The President and Chief Executive Officer shall select those
persons  which  he or she in his or her  reasonable  judgment  determines  to be
qualified  persons,  including  persons  from the staffs of THE DENVER  POST and
DENVER  ROCKY  MOUNTAIN  NEWS,   consistent  with  such  legal  and  contractual
obligations  which may apply to the LLC,  and  shall  not be  obligated  by this

<PAGE>

Agreement or any other  agreement  entered  into by and between  Denver Post and
Denver  Publishing to choose an equal number of employees  from, or any specific
number of employees  from, THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS.  Each
Newspaper shall continue, however, to be responsible for the selection,  hiring,
and employment of the employees used in its own news and editorial operations.

            (b) To the extent that the  President  and Chief  Executive  Officer
does offer  employment  to persons  then  employed  by THE DENVER POST or DENVER
ROCKY MOUNTAIN NEWS, it is  contemplated  that such  employment  will be offered
upon terms  substantially  comparable to those applicable to their employment by
THE DENVER POST or DENVER ROCKY MOUNTAIN NEWS.

            (c) Upon the  hiring  of any such  employee  of THE  DENVER  POST or
DENVER ROCKY  MOUNTAIN NEWS, the LLC alone shall on and after the Effective Date
be solely  responsible for all  obligations and incurred costs (whether  arising
under  collective  bargaining  agreements,   individual  employment  agreements,
employee  benefit  or welfare  plans,  severance  policies  or  arrangements  or
otherwise) relative to the future employment,  termination or retirement of such
employees.

            (d) The LLC shall also be solely  responsible for indemnifying  both
Denver  Post and  Denver  Publishing  in full  with  respect  to any  WARN  Act,
severance or other  liability which arises as a consequence of the LLC's failure
to offer  employment as of the Effective Date to any person then employed by THE
DENVER POST or DENVER ROCKY  MOUNTAIN  NEWS (other than news or editorial  staff
employees)  upon terms  substantially  comparable  to those  applicable to their
employment by THE DENVER POST or DENVER ROCKY MOUNTAIN NEWS.

            (e) Upon and  subsequent  to the  Effective  Date,  Denver  Post and
Denver Publishing shall remain independently responsible for all obligations and

<PAGE>

incurred costs relating to all persons thereafter  employed relative to the news
and editorial  staffs of THE DENVER POST or DENVER ROCKY  MOUNTAIN  NEWS. To the
extent such costs are in the first  instance  paid by the LLC,  the LLC shall be
reimbursed for such costs by Denver Post and Denver Publishing, respectively, in
connection  with the monthly  distribution to such parties of Net Available Cash
From Operations, as set forth in Article 4 of this Agreement.

            (f)  Subject  to  arrangements   made  by  Denver  Post  and  Denver
Publishing  prior to the  Effective  Date and the  authority  of the  Management
Committee,  from and after the Effective Date, the President and Chief Executive
Officer  shall,  commencing  as of the Effective  Date,  have sole and exclusive
authority to handle all labor relations matters with respect to all non-news and
non-editorial  employees of the LLC. All labor relations matters with respect to
employees in the news and  editorial  departments  of THE DENVER POST and DENVER
ROCKY  MOUNTAIN  NEWS shall be handled by (and shall be within the authority of)
Denver Post and Denver Publishing, as the case may be.

            (g) (i) It is the  intention  of Denver  Post and Denver  Publishing
that those persons who have been employees of Denver Post,  Denver Publishing or
their  respective  Affiliates and who become  employees of the LLC in connection
with the  transactions  contemplated  hereby  shall  receive  employee  benefits
substantially  comparable to those they would have received if they had remained
with their prior  employer.  The parties will  endeavor to design and  implement
employee  benefits plans and  arrangements  that shall  accomplish  this result,
subject to  collective  bargaining  requirements.  After  consultation  with the
Management  Committee,  the President and Chief Executive  Officer will have the
authority to cause to be adopted benefit plans and arrangements that will in his
or her reasonable judgment accomplish this result.

<PAGE>

                  (ii)  Denver Post and Denver  Publishing  shall not (nor shall
      they permit any of their  respective  Affiliates  to) pay (or defer to the
      account of) any officer or other employee of the LLC  (including,  without
      limitation,  the  President  and  Chief  Executive  Officer)  any  form of
      compensation, remuneration or reimbursement, with respect to any period on
      or after the date of such  officer's or employee's  employment by the LLC,
      without the consent of the other Member.

      1.17 NEWSPRINT  PURCHASES.  Commencing as of the Effective  Date,  each of
Denver  Post and  Denver  Publishing  shall for each  fiscal  year of the LLC be
responsible  for  providing  to the LLC at its  cost  (as  hereinafter  defined)
one-half of the newsprint needs of the LLC as reasonably forecast and determined
by the LLC's President and Chief Executive  Officer.  For such purposes,  Denver
Post's and Denver  Publishing's  costs shall be deemed to be the  average  price
paid for Denver  deliveries  by each  entity  (without  any  corporate  mark-up)
pursuant to  newsprint  contracts  or  otherwise.  If Denver Post and/or  Denver
Publishing  shall for any  reason be unable to  fulfill  such  obligations,  the
President and Chief Executive Officer shall secure such additional  newsprint as
he determines may be needed from whatever source he deems appropriate.

      1.18 INITIAL ACTIVITIES OF THE LLC. The activities of the LLC prior to the
Effective  Date shall include the  provision of publishing  services to the Post
Entities  and  planning  for  implementation  of the joint  newspaper  operating
arrangement  contemplated  by this  Agreement and shall be limited to activities
that do not require the prior written consent of the Attorney General.  Prior to
the Effective Date,  nothing in this Agreement,  the Limited  Liability  Company
Operating  Agreement  or The  Denver  Newspaper  Agency  Contribution  and  Sale
Agreement shall limit  competition  between Denver Post and Denver Publishing or

<PAGE>

their  Affiliates  or  business  ventures or  activities  Denver Post and Denver
Publishing or their Affiliates may legally pursue together.

                                    ARTICLE 2
                              ACTIVITIES OF THE LLC

      The parties agree as follows with respect to the activities of the LLC and
their own activities from and after the Effective Date:

      2.1 PUBLICATION OF NEWSPAPERS.

            (a) The LLC shall at its expense  print,  produce,  distribute,  and
market (both as to circulation and  advertising)  THE DENVER POST (in broadsheet
format)  each  weekday and Sunday  morning and DENVER  ROCKY  MOUNTAIN  NEWS (in
tabloid format with such news sections in broadsheet format as Denver Publishing
chooses to include,  consistent with current practices) each weekday morning and
(in tabloid  format with  conversion to broadsheet  format as soon as reasonably
practicable  from a  production  standpoint  in the  judgment of the  Management
Committee  acting by Absolute  Majority Vote) each Saturday  morning,  and shall
otherwise  jointly  or  separately  exploit  as it  determines  appropriate  the
advertising and/or news content of either or both publications, by mail, private
delivery  and/or  such  other  technologies  as the  LLC may  from  time to time
determine  appropriate,  subject to any separate  agreements which may have been
entered into prior to the Effective Date (as hereinafter defined) by and between
Denver  Post and Denver  Publishing.  The  Saturday  and Sunday  editions of the
Newspapers  published  by the LLC shall  contain  editorial  pages and  selected
features  from each of DENVER  ROCKY  MOUNTAIN  NEWS and THE  DENVER  POST.  The
Saturday  edition shall be published under a joint masthead to which Denver Post
and Denver Publishing shall mutually agree (the "Saturday Edition").  The Sunday
edition  shall be  published  under a joint  masthead  to which  Denver Post and
Denver Publishing shall also mutually agree (the "Sunday Edition").

<PAGE>

            (b) The LLC  shall  control,  supervise,  manage,  and  perform  all
operations  (other  than  news/editorial   operations)   involved  in  printing,
producing,  distributing,  and marketing  the  Newspapers;  shall  determine the
edition times after consultation with the respective editors of such Newspapers;
shall purchase  materials,  supplies,  and national  supplements as appropriate;
shall solicit and sell advertising space in such Newspapers;  shall,  subsequent
to the Effective Date,  collect all accounts  receivable,  whether such accounts
receivable come into existence  prior to, on or after the Effective Date;  shall
establish  circulation and advertising rates (but not advertising  acceptability
standards) for such Newspapers;  and shall make all determinations and decisions
and do any and all acts and  things  necessarily  connected  with the  foregoing
activities.  Additionally, the cost of performing these functions shall be borne
by the LLC.

            (c) The LLC will promote  circulation  and advertising to enhance or
improve the  circulation  and  advertising  sales of each Newspaper and to allow
each Newspaper to achieve its full market potential.

            (d) The LLC shall distribute such TMC product relative to the Denver
market as it determines appropriate.

            (e)  The LLC may  also  engage  in any  non-news  and  non-editorial
activities that would be appropriate for a single newspaper publisher, including
but not limited to commercial  printing and all other  activities  determined by
the  Management  Committee to be consistent  with the LLC's  principal  business
purpose.  Non-news and  non-editorial  activities with respect to any Newspapers
published  within the State of Colorado by Denver  Post,  Denver  Publishing  or
their Affiliates other than THE DENVER POST or DENVER ROCKY MOUNTAIN NEWS shall,
to the extent  permitted by law,  include such joint  advertising  sales,  joint

<PAGE>

subscription sales, joint delivery or other services as the LLC may from time to
time determine to be appropriate,  upon terms mutually  agreeable to both Denver
Post and Denver Publishing.

      2.2 PROPERTY  USED.  In producing  and carrying on the  businesses  of the
Newspapers under this Agreement, the LLC shall print such Newspapers and conduct
all  operations  under this  Agreement,  except the  operations  of the news and
editorial  departments of the two Newspapers,  with the LLC's equipment and from
the  LLC's  plant  or  plants,  or from  the  plant  or  plants  of  independent
contractors  selected by the LLC. The LLC may also utilize the Licenses  granted
to it to the extent  necessary to carry on the activities of the LLC pursuant to
this Agreement.

      2.3 EDITORIAL INDEPENDENCE.  Preservation of the editorial independence of
each Newspaper is the essence of this Agreement.  To this end, subsequent to the
Effective Date, the news and editorial  material for editions of THE DENVER POST
shall  be  gathered,  prepared,  and laid  out by  Denver  Post and the news and
editorial material for editions of DENVER ROCKY MOUNTAIN NEWS shall be gathered,
prepared, and laid out by Denver Publishing.  THE DENVER POST'S and DENVER ROCKY
MOUNTAIN NEWS' news and editorial  staffs and news and editorial  policies shall
be independent of each other and of the LLC.  Without limiting the generality of
the foregoing,  Denver Post and Denver  Publishing each shall have the exclusive
right to determine the editorial  format,  dress,  layout,  and news and feature
content of editions of its Newspaper published subsequent to the Effective Date.
All personnel  responsible for the news and editorial content of THE DENVER POST
shall be  employees  of Denver  Post and shall be subject to the  direction  and
authority  of  Denver  Post,  and all  personnel  responsible  for the  news and
editorial  content of DENVER  ROCKY  MOUNTAIN  NEWS shall be employees of Denver
Publishing  and  shall be  subject  to the  direction  and  authority  of Denver
Publishing.

<PAGE>

      2.4 NEWS AND EDITORIAL SERVICES AND EXPENSES.

            (a)  Commencing  as of the  Effective  Date,  each  Newspaper  shall
maintain an adequate staff of news, editorial,  and photographic employees,  and
shall  furnish  the LLC  complete  news and  editorial  services  necessary  and
appropriate for the publication of such Newspaper in the manner provided in this
Agreement.  Each  Newspaper,  in  furnishing  news and  editorial  copy and like
materials to the LLC for publication,  shall conform to the mechanical standards
and  limitations  which prevail at the time of production in the plant or plants
used by the LLC for the  printing  of  such  Newspaper,  including  press  times
established by the LLC.

            (b) In order to equitably  distribute between Denver Post and Denver
Publishing  the  cost  of  producing  the  news  for  its   Newspaper,   and  in
consideration  of evolutionary  changes  (attributable  to market demand) in the
number of pages of various  editions  of the  Newspapers,  the LLC shall  credit
Denver Post and Denver  Publishing  for supplying  news to fill basic  newsholes
(the "Newshole") as follows:

                  (i) The  President and Chief  Executive  Officer shall specify
      annually  a news to  advertising  ratio  for  the  Monday  through  Friday
      editions in the aggregate (the "Weekly Ratio") which shall be the same for
      both THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS; and,

                  (ii) The  President  and Chief  Executive  Officer  shall also
      specify annually separate and discrete news to advertising  ratios for the
      special  edition of DENVER ROCKY MOUNTAIN NEWS to be published on Saturday
      (the  "Saturday  Ratio") and the special  edition of THE DENVER POST to be
      published on Sunday (the "Sunday Ratio").

            (c)  During  the  Term of this  Agreement,  the  Newshole  for  each
Newspaper  shall be equivalent from week to week to that for the other Newspaper

<PAGE>

after  adjustment  for format  (broadsheet  or  tabloid).  Denver Post or Denver
Publishing may elect to publish pages of news content in excess of its Newshole,
provided  that (1) the LLC has the  production  capacity to produce the pages as
scheduled,  and (2) the  Member  which  elects to publish  excess  pages of news
content shall be charged for the cost of production equal to a rate set annually
by the  President and Chief  Executive  Officer based on average setup costs per
page (the "Basic Page Charge")  multiplied by the number of excess pages of news
content,  plus the average cost of newsprint,  ink,  labor,  and other  variable
costs per page (the "Variable Page Charge") multiplied by the number of pages to
be inserted and  multiplied  by the number of copies  printed in which the extra
news content pages are inserted (the "Total Excess Page Charge"). There shall be
a Basic Page Charge and a separate  Variable  Page Charge for those  editions of
the Newspapers which are published in broadsheet and tabloid format, which shall
be comparable for both THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS.

            (d) The President and Chief Executive Officer shall specify annually
allocations  of  editorial  color and color  pages to THE DENVER POST and DENVER
ROCKY MOUNTAIN NEWS (the "Color  Allocations")  in the same proportions that the
color  pages  published  by THE  DENVER  POST and  DENVER  ROCKY  MOUNTAIN  NEWS
individually  have to the total of color pages  published in THE DENVER POST and
DENVER ROCKY MOUNTAIN NEWS collectively during the prior fiscal year.

            (e) Denver  Post or Denver  Publishing  may elect to  publish  pages
using color in excess of their Color Allocations,  provided that (1) the LLC has
the  production  capacity to produce the pages using excess color as  scheduled,
and (2) the Member  which  elects to use excess  color  shall be charged for the
cost of production  equal to a rate set  separately  for  broadsheet and tabloid

<PAGE>

editions of the  Newspapers,  determined on a comparable  basis  annually by the
President  and Chief  Executive  Officer  based on average set up costs per page
(the "Basic Color Charge") multiplied by the number of pages on which the excess
color is to be used plus the  average  cost of ink,  labor,  and other  variable
costs per page (the "Variable  Color Charge")  multiplied by the number of pages
on which the excess color is to be used and  multiplied  by the number of copies
printed in which the extra color is used (the "Total Excess Color Charge").  The
Basic Color Charge and the Variable  Color Charge shall be  comparable  for both
THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS.

            (f)  Denver  Post or  Denver  Publishing  may elect to  publish  any
special news section in excess of its Newshole provided that (i) the LLC has the
production  capacity to produce the pages for each section as scheduled and (ii)
the party electing to publishing  any such special  section shall be charged for
the cost of production thereof in excess of the Total Excess Page Charge and the
Total  Excess  Color  Charge  that such  party is  required  to bear  under this
Agreement.

            (g) Except as  adjusted  by the  charges  contemplated  in  Sections
2.4(c) and (e), all  Editorial  Expense (as defined  hereafter)  of the news and
editorial  functions  of THE DENVER  POST shall be borne by Denver  Post and all
Editorial  Expense of the news and editorial  functions of DENVER ROCKY MOUNTAIN
NEWS shall be borne by Denver Publishing.  The term "Editorial  Expense" as used
in this  Agreement  (except as may  otherwise  expressly  be provided  herein or
otherwise  by Denver Post and Denver  Publishing  with  respect to the  Saturday
and/or  Sunday  editions of the  Newspapers)  shall mean all costs and  expenses
associated with the news and editorial departments of THE DENVER POST, or DENVER
ROCKY  MOUNTAIN  NEWS,  as the case may be,  including  but not  limited to: (i)
compensation,   retirement,   pension,  health  and  death  benefits,   worker's
compensation  insurance,  and group  insurance of news and editorial  employees;

<PAGE>

(ii)  severance  pay of news and  editorial  employees;  (iii)  travel and other
expenses of news and editorial employees; (iv) press association assessments and
charges;  (v)  charges for news  services,  photo  services  and  supplies,  and
editorial  wire  services;  (vi)  charges  for the  right  to  publish  news and
editorial features,  comics, and other news and editorial material of every kind
and  character;  (vii)  the  cost of news  and  editorial  materials,  printing,
stationery, office supplies, and postage for the news and editorial departments;
(viii)  donations  and dues;  (ix)  telegraphic,  telephone,  and  long-distance
telephone charges of such news and editorial  departments;  the cost and expense
of maintaining the operation of a newspaper "morgue"; and (x) professional fees;
PROVIDED,  HOWEVER,  that (a) the term "Editorial Expense" shall not include the
cost of  unfurnished  office  space  provided by the LLC pursuant to Section 2.5
hereof, which shall be provided at the sole cost and expense of the LLC, and (b)
equipment that is an integral part of the production process even though located
in the  news and  editorial  departments  of a  Newspaper.  Notwithstanding  the
foregoing, the following Editorial Expenses for the Saturday and Sunday editions
of the Newspapers shall be the sole responsibility of the LLC and if paid in the
first instance by Denver Post or Denver Publishing shall be promptly  reimbursed
by the LLC: (i) the cost of all comics in the Saturday and Sunday Newspapers, it
being  the  anticipation  of  the  parties  that  such  Newspapers  will  have a
substantially expanded comics section; (ii) all costs associated with the Sunday
television  book  (such  book to bear  the same  joint  masthead  as the  Sunday
Edition); (iii) the costs of weekly stock listings or other weekly business data
included in any Saturday or Sunday  publications;  and (iv) the cost of magazine
supplements such as PARADE or U.S. TODAY.

      2.5 OFFICE  SPACE.  The LLC shall  provide  each of Denver Post and Denver
Publishing with comparably furnished,  separate office space in Denver, Colorado
which  shall  be  adequate  for  the  separate  use of the  news  and  editorial

<PAGE>

departments  of THE DENVER POST and DENVER ROCKY  MOUNTAIN NEWS, as the case may
be. Such office space shall include appropriately furnished office space for the
news and editorial  executives of each  Newspaper.  Such office space,  together
with utility services (other than telephone or other voice or data  transmission
charges),  shall be  provided  at the  expense of the LLC,  and no rent or other
similar charge shall be paid for such space by Denver Post or Denver  Publishing
or charged by the LLC.

                                    ARTICLE 3
                         QUALITY OF CONTENT AND BUDGETS

      The parties agree that from and after the Effective Date:

      3.1 QUALITY OF CONTENT.  Denver Post and Denver  Publishing  shall use all
reasonable  efforts to maintain the status of their  respective  publications as
leading  newspapers  in the Denver area and  throughout  the state of  Colorado.
Denver  Post and  Denver  Publishing  shall  seek to insure  that the  editorial
quality of each of their respective  publications meets the highest journalistic
standards. Each of Denver Post and Denver Publishing shall be solely responsible
for the news and editorial content of its Newspaper.

      3.2  BUDGETS.  No later than 45 days before the  beginning  of each fiscal
year, the President and Chief Executive Officer shall submit capital,  operating
and cash flow budgets (collectively, the "Budgets") covering the next succeeding
fiscal year of the LLC to the Management  Committee.  The Operating  Budget will
incorporate the Weekly Ratio,  Saturday Ratio,  Sunday Ratio, Basic Page Charge,
Variable Page Charge,  Color Allocation,  Basic Color Charge, and Variable Color
Charge,  as authorized for that fiscal year.  The President and Chief  Executive
Officer  shall  seek and  receive  an  approval  of all of the  Budgets  and any
amendments  thereto  in  their  entirety  by an  Absolute  Majority  Vote of the
Management Committee prior to the implementation of them.

<PAGE>

                                    ARTICLE 4
             DUTIES OF LLC, INCLUDING DISTRIBUTION OF AVAILABLE CASH

      4.1 DUTIES OF LLC. The LLC agrees that from and after the Effective  Date,
it will:

            (a) manage and  operate  all of the  departments  of the  publishing
businesses  for THE DENVER POST and DENVER ROCKY  MOUNTAIN NEWS  (excluding  the
news and editorial departments) and set and establish the respective advertising
and  subscription  rates (but not  advertising  acceptability  standards) of THE
DENVER POST and DENVER ROCKY MOUNTAIN NEWS from time to time;

            (b) receive and collect all of the receipts  and income  relating to
THE DENVER POST and DENVER  ROCKY  MOUNTAIN  NEWS,  and from such income pay all
operating  expenses  incidental to the publication of the Newspapers (except for
news and editorial  expenses,  other than as herein  expressly  provided) in the
manner and to the extent  provided in this  Agreement  and The Denver  Newspaper
Agency Limited Liability Company Operating Agreement;

            (c) subject to Section 1.8 hereof and any  applicable  provisions of
The Denver  Newspaper  Agency Limited  Liability  Company  Operating  Agreement,
distribute  to Denver Post and Denver  Publishing at least  monthly,  or at more
frequent  intervals  as may be directed  by the  President  and Chief  Executive
Officer, Net Available Cash From Operations,  as defined in The Denver Newspaper
Agency Limited Liability Company Operating Agreement;

            (d) collect any amounts  required to be  collected by it pursuant to
Section 1.7 hereof; and,

            (e)  account  monthly to Denver Post and Denver  Publishing  for all
revenues and expenditures,  and keep Denver Post and Denver Publishing regularly
informed of its affairs and business.

<PAGE>

      4.2 ALLOCATION OF PROFITS OR LOSSES AND DISTRIBUTIONS OF CASH.

            (a)  Commencing  with the  Effective  Date,  Profits and Losses,  as
defined in The Denver  Newspaper  Agency  Limited  Liability  Company  Operating
Agreement,  shall  be  allocated  among  the  Members  in  accordance  with  the
provisions of The Denver Newspaper Agency Limited  Liability  Company  Operating
Agreement.

            (b)  Commencing  with  the  Effective  Date,  distributions  of  Net
Available Cash From Operations  shall,  subject to the provisions of Section 1.8
hereof,  be distributed to the Members in accordance  with The Denver  Newspaper
Agency Limited Liability Company Operating Agreement.

            (c) The LLC shall be  reimbursed by the Members for the Total Excess
Page Charges and the Total Excess Color Charges  pursuant to Sections 2.4(c) and
2.4(e) that may be due by them and for all  Editorial  Expenses of either  party
which the LLC in the first instance may have paid on their behalf, including but
not  limited to salaries  and related  benefits  for their  respective  news and
editorial  staffs.  In either case the LLC will  account for these items  before
computing Profits or Losses.

      4.3 BOOKS AND RECORDS.  Accurate, full, and complete books of accounts and
records,  wherein all transactions of the LLC shall be entered, shall be kept at
the principal  office of the LLC for the account of the LLC in  accordance  with
generally  accepted  accounting  principles   consistently  applied  (except  as
otherwise  agreed by Denver Post and Denver  Publishing) and,  additionally,  in
accordance with the Code and regulations promulgated thereunder. Commencing with
the  Effective  Date,  Denver  Post,  Denver  Publishing,  and their  respective
representatives shall have the right to inspect, audit, copy or reproduce,  each
at its own expense, the books and records of the LLC.

<PAGE>

      4.4  FINANCIAL  STATEMENTS.   Commencing  with  the  Effective  Date,  the
President and Chief Executive Officer shall cause to be delivered to Denver Post
and to Denver Publishing the following  financial  statements and reports of the
LLC prepared,  in each case, in accordance  with generally  accepted  accounting
principles  consistently  applied  (except as may be otherwise  agreed by Denver
Post and Denver Publishing):

            (a) promptly  upon their  availability  and in any event within four
(4) business days after the end of each month, unaudited statements of income or
loss and cash  flows  and an  unaudited  balance  sheet for the  interim  period
through  such  month  and the  monthly  period  then  ended  and for the  fiscal
year-to-date,  in reasonable detail,  such statements of income or loss and cash
flows  for  such  period  and for  the  fiscal  year-to-date  to  include  (1) a
comparison of the fiscal  year-to-date  and the interim and monthly periods then
ended with the corresponding periods for the fiscal year immediately  preceding,
if any,  and (2) a  comparison  of actual to  budgeted  cash flows and income or
loss;

            (b) promptly  upon their  availability  and in any event within four
(4) business days after the end of each quarterly period in each fiscal year, an
unaudited  balance  sheet and  unaudited  statements  of income or loss and cash
flows for the quarterly  period then ended and for the fiscal  year-to-date,  in
reasonable  detail,  such  statement to include (1) a  comparison  of the fiscal
year-to-date  and  the  interim  and  quarterly  periods  then  ended  with  the
corresponding periods of the fiscal year immediately preceding,  if any, and (2)
a comparison of actual to budgeted cash flows and income or loss;

            (c) promptly  upon their  availability  and in any event within four
(4) business days after the end of each fiscal year, an unaudited  balance sheet
and  unaudited  statements  of income or loss and cash flows for the fiscal year
then  ended,  all  in  reasonable  detail,  such  statements  to  include  (i) a

<PAGE>

comparison  of  the  current  fiscal  year  with  the  fiscal  year  immediately
preceding,  if any, and (ii) a comparison  of actual to budgeted  cash flows and
income or loss;

            (d)  promptly  upon  their  availability  and  in any  event  within
fourteen (14) days after the end of each fiscal year, an unaudited balance sheet
of the LLC as at the end of such fiscal year, and unaudited statements of income
or loss and cash flows for such fiscal  year,  all in  reasonable  detail,  such
balance  sheet and  statements  of income  or loss and cash  flows to  include a
comparison  of  the  current  fiscal  year  with  the  fiscal  year  immediately
preceding, if any; and

            (e) promptly upon their  availability  and in any event within sixty
(60) days after the end of each fiscal year, an audited balance sheet of the LLC
as at the end of such fiscal year, and audited  statements of income or loss and
cash flows for such fiscal year, all in reasonable  detail and accompanied by an
opinion thereon of the LLC's  independent  certified  public  accountants,  such
balance  sheet and  statements  of income  or loss and cash  flows to  include a
comparison  of  the  current  fiscal  year  with  the  fiscal  year  immediately
preceding, if any.

      4.5 AUDITORS AND FISCAL YEAR.  Commencing  with the  Effective  Date,  the
independent  auditors  of the LLC shall be  selected  by Denver  Publishing  and
Denver Post on a four-year  rotating  basis and shall be one of the five largest
accounting  firms in the United  States (the "Big  Five").  Commencing  with the
Effective  Date, the  independent  auditors of the LLC shall be the  independent
auditors of Denver Publishing,  and such auditors shall serve through the end of
the fourth fiscal year of the LLC  following  the  Effective  Date. At least six
months before the end of each  four-year  period,  the Member who may choose the
auditors  for the next  four-year  period  shall give  notice to the LLC and the
other Member(s) of its election to select independent  auditors for the LLC. Any
selection of auditors  hereunder  shall be limited to the Big Five firm or firms
then serving as the  independent  auditors of Denver Post or Denver  Publishing.

<PAGE>

Failure to give such notice  shall be deemed an election to retain the  auditors
then engaged by the LLC. The LLC shall keep its books on a calendar-year basis.

      4.6 TAX RETURNS.  Commencing  with the Effective Date, Tax returns for the
LLC shall be dealt with in the manner  prescribed in The Denver Newspaper Agency
Limited Liability Company Operating Agreement.

                                    ARTICLE 5
                                GOVERNANCE OF LLC

      5.1 MANAGEMENT COMMITTEE.

            As of and subsequent to the Effective Date, the business and affairs
of the LLC shall be managed by a committee  (the  "Management  Committee") to be
composed of four (4) members,  two (2) of which shall be appointed  collectively
by Denver Post and Eastern Colorado and shall be the Chief Executive Officer and
Chief  Financial  Officer of Denver  Post (or their  designees),  and two (2) of

<PAGE>

which shall be appointed by Denver  Publishing and shall be the Chief  Executive
Officer  and  Chief  Financial  Officer  of The E.W.  Scripps  Company,  an Ohio
corporation and parent of Denver Publishing (or their designees).  Commencing as
of the Effective  Date, a single  member of the  Management  Committee  shall be
selected,  as  hereinafter  provided,  to serve as  Chairman  of the  Management
Committee for a four (4) year term or until the selection of his successor.  The
Chairman of the  Management  Committee  shall  preside  over all meetings of the
Management Committee and shall perform such other functions and responsibilities
as the members of the Management  Committee may from time to time  appropriately
delegate  to such  person  under  the  terms of the  Limited  Liability  Company
Operating  Agreement  or  otherwise.  The  initial  Chairman  of the  Management
Committee  shall,  as of the Effective Date, be selected by those members of the
Management  Committee  appointed  by  Denver  Post  and  Eastern  Colorado,  and
thereafter  the  members  of  the  Management   Committee  appointed  by  Denver
Publishing  and  by  Denver  Post  and  Eastern  Colorado,  respectively,  shall
alternate  selecting  such Chairman  every four (4) years.  Commencing as of the
Effective  Date, the  Management  Committee  (acting by Absolute  Majority Vote)
shall  appoint  annually a  President  and Chief  Executive  Officer of the LLC,
reporting to it, to serve for a term of one year and until his or her  successor
is elected.  The President and Chief  Executive  Officer shall,  in consultation
with the Management  Committee,  oversee all  activities of the LLC,  consistent
with the  terms of this  Agreement,  the  Limited  Liability  Company  Operating
Agreement and the NPA, in accordance  with annual  operating and capital budgets
approved  by the  Management  Committee.  The  Management  Committee  (acting by
Absolute  Majority Vote) may remove the President and Chief Executive Officer at
any  meeting  and elect his or her  successor.  In the case of a  deadlock  with
respect to any matter to be acted upon by the Management  Committee  (other than
the  election or removal of a  President  and Chief  Executive  Officer and such
other matters  reserved solely for decision by an Absolute  Majority Vote of the
Management  Committee or by the Members  unanimously under the Limited Liability
Company  Operating  Agreement  and therein  designated  as  "Reserved  Matters,"
hereafter  collectively,  the  "Reserved  Matters"),  the  President  and  Chief
Executive  Officer of the LLC shall be  empowered  to break such  deadlock.  Any
deadlock concerning any Reserved Matter shall be resolved in the manner provided
in The Denver Newspaper Agency Limited Liability Company Operating Agreement.

      5.2 THE  PRESIDENT  AND  CHIEF  EXECUTIVE  OFFICER.  Commencing  as of the
Effective Date, the President and Chief Executive Officer shall, in consultation
with the  Management  Committee,  have  general  charge and  supervision  of the

<PAGE>

business of the LLC, but shall have no duties or  authority  with respect to the
news and editorial functions of THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS.

      5.3 CERTAIN  OTHER  MATTERS.  Commencing  as of the  Effective  Date,  the
President  and Chief  Executive  Officer  shall  conduct the business of the LLC
pursuant to the terms hereof as a stand-alone, independent, joint venture of the
Members. Subject to legal and contractual  obligations,  the President and Chief
Executive Officer shall select qualified  managers,  executives,  and personnel,
and  shall  supervise  the  facilities  and  equipment  used  by the LLC and the
operating  systems  and  procedures  of the LLC  with  respect  to  advertising,
circulation,  production,  finance,  personnel, and promotion. The President and
Chief Executive Officer shall at all times act independently and disinterestedly
as between Post Entities and Denver  Publishing and in the best interests of the
LLC.

      5.4 COMPENSATION.  The cost (including  compensation) of the President and
Chief Executive Officer and his or her staff shall be paid by the LLC.

                                    ARTICLE 6
                                  OTHER MATTERS

      6.1 REPRESENTATIONS AND WARRANTIES.  Each of the LLC, Denver Post, Eastern
Colorado  and Denver  Publishing  hereby  represents  and warrants to each other
that:

            (a)  It  is  a  corporation   or  limited   liability   company  (as
hereinbefore  indicated)  which is duly  incorporated and in good standing under
the laws of its jurisdiction of incorporation and is qualified to do business in
Colorado.

            (b) The consummation of the transactions provided for herein, in the
Licenses,  in The Denver Newspaper Agency Contribution and Sale Agreement and in
The Denver Newspaper Agency Limited Liability Company Operating Agreement,  will
not  conflict  with,  or result in a  default  under,  or a  violation  of,  any
provision of its charter,  bylaws or operating  agreement (as applicable) or any

<PAGE>

agreement or instrument to which it is, or on the Effective Date may be, a party
or by which it is, or on the Effective Date may be, bound.

            (c) The execution and delivery by it of this  Agreement,  The Denver
Newspaper Agency  Contribution  and Sale Agreement,  the Licenses and The Denver
Newspaper Agency Limited Liability  Company  Operating  Agreement have been duly
and validly  authorized by all necessary  corporate action on its part; and this
Agreement,  The Denver  Newspaper Agency  Contribution  and Sale Agreement,  the
Licenses,  and The Denver Newspaper Agency Limited  Liability  Company Operating
Agreement have been duly executed and delivered by it.

            (d) Subject to obtaining the written consent  referred to in Section
6.3 hereof,  this Agreement,  the Licenses,  The Denver Newspaper Agency Limited
Liability   Company   Operating   Agreement  and  The  Denver  Newspaper  Agency
Contribution and Sale Agreement constitute its valid and binding obligation, and
no approval or consent is necessary for the execution,  delivery and performance
by it of this  Agreement,  The Denver  Newspaper  Agency  Contribution  and Sale
Agreement, the Licenses or The Denver Newspaper Agency Limited Liability Company
Operating Agreement, except for such as have heretofore been obtained and are in
full force and effect.

            (e) It has no  knowledge  of facts that would  materially  adversely
affect the value of any material  asset (or the assets in the  aggregate)  to be
transferred by it or its Affiliates to the LLC.

As used in this Agreement, "Affiliate" means, with respect to any party, (i) any
entity directly or indirectly controlling, controlled by or under common control
with such party,  (ii) any entity owning or  controlling  ten percent or more of
the outstanding  voting securities of such party,  (iii) any officer or director
of such  party or any entity  owning an  interest  as a general  partner in such

<PAGE>

party,  or (iv) any entity that is a general  partner,  trustee or holder of ten
percent or more of the voting  securities of any entity described in clauses (1)
through (iii) of this sentence. As used herein, the term "entity" shall mean any
individual, partnership, corporation, trust or other business organization.

      6.2  CERTAIN  ACTION.  Each party  agrees to take all  actions  reasonably
necessary and/or  appropriate to carry out and effectuate the intent,  purposes,
and  provisions  of this  Agreement  and The  Denver  Newspaper  Agency  Limited
Liability Company Operating  Agreement and to cooperate with the others in every
reasonable  and proper way that will  promote the  successful  operation  of the
joint operating arrangement under this Agreement and The Denver Newspaper Agency
Limited Liability Company Operating Agreement.

      6.3  NPA  FILING.  As  soon as  practicable  after  the  date  hereof,  an
application  shall be filed  by  Denver  Post  and  Denver  Publishing  with the
Department of Justice, and other appropriate procedures shall be implemented, to
secure as soon as possible the written  consent of the  Attorney  General of the
United  States as provided in Section 4(b) of the NPA.  Each party shall support
the  application  fully in every  reasonable  respect and shall cooperate in and
coordinate  with  respect  to the  taking  of all  appropriate  steps to  secure
approval of the application.  Whether or not the Attorney General  determines to
give such  written  consent,  this  Agreement  and The Denver  Newspaper  Agency
Limited Liability  Company Operating  Agreement shall not terminate earlier than
May 1,  2005 so long as  either  Denver  Post or  Denver  Publishing  elects  to
continue the process of seeking agency or judicial  review.  For purposes of the
application,  Denver Post and Denver  Publishing  shall each promptly  designate
"contact  persons" for such  coordination and consultation as is appropriate and
proper  and shall  each give the other  parties  prompt  written  notice of such
designation in the manner  provided in Section 9.1 hereof.  Furthermore,  Denver

<PAGE>

Post and  Denver  Publishing  shall make  available,  through  their  authorized
representatives,  such  information as is necessary and appropriate in obtaining
the Attorney General's approval of the application. All information which Denver
Post,  Denver  Publishing  or the LLC secure as a result of such access shall be
held in confidence,  shall not (except as legally required) be disclosed without
the consent of the party from which the  information is obtained,  and shall not
be used for  competitive  purposes.  All  documents  which Denver  Post,  Denver
Publishing  or the LLC obtain as a result of such  access  shall be  returned or
destroyed in the event the  transactions  contemplated by this Agreement are not
consummated.

      6.4  ANNOUNCEMENTS.  Except as required by law, no party  hereto will make
any  public   announcement   concerning  this  Agreement  and  the  transactions
contemplated hereby prior to the first mutually agreed upon announcement thereof
without the consent of the other parties and then only upon the maximum  advance
notice to the other parties which is practicable under the circumstances.

      6.5 INTERIM COVENANTS.

            (a) Each of Post Entities and Denver Publishing covenants and agrees
that from the date hereof to and  including the  Effective  Date it shall,  with
respect to its  Newspaper,  continue to carry on its  business  in the  ordinary
course.  The LLC hereby  covenants  and agrees  that from the date hereof to and
including  the  Effective  Date,  it shall carry on its business in the ordinary
course consistent with the course of conduct  heretofore and hereafter by Denver
Post with respect to its  Newspaper.  From the date hereof to and  including the
Effective Date, neither the Post Entities nor Denver Publishing, with respect to
its Newspaper, or the LLC with respect to its business will:

<PAGE>

                  (i) engage in any  transaction  materially  affecting  it, its
      assets or  Liabilities,  except in the normal and ordinary  course of that
      entity's business;

                  (ii) fail to use  reasonable  efforts to prevent  any event or
      transaction  from  occurring  which  materially   adversely  affects  that
      entity's business, operations, assets, Liabilities, financial condition or
      future prospects;

                  (iii) fail to use  reasonable  efforts to preserve  intact its
      present  organization,  keep  available  the  services  of its  employees,
      preserve its  relationships  with  customers,  suppliers and others having
      business  dealings  with  it,  to the end that its  goodwill  and  ongoing
      business will not be materially impaired prior to the Closing;

                  (iv) sell, lease, transfer or agree to sell, lease or transfer
      any material asset of its Newspaper or relating to a Newspaper,  except in
      the ordinary course of business;

                  (v)  adopt or  modify  any  pension,  profit-sharing  or other
      compensation  plan (except as required by law or except for changes  which
      would not affect the level of  benefits)  or enter  into any  contract  of
      employment  or permit any  increases  or changes  in the  compensation  of
      employees of its Newspaper (including bonuses),  except in accordance with
      past  practices  and in the  ordinary  course,  or  except  as a result of
      collective  bargaining  heretofore or hereafter undertaken in the ordinary
      course,  except to the extent  required  by law and  except for  retention
      arrangements  made with  employees  of its  Newspaper as a result of or in
      connection with the transactions contemplated by this Agreement;

<PAGE>

                  (vi) enter into or amend any material  contract or commitment,
      waive any  material  right or enter into any other  material  transaction,
      other than in the ordinary course; or

                  (vii) enter into any  agreement to take any actions  specified
      in this Section 6.5.

            (b) Each party  will  promptly  notify  the  others in writing  upon
becoming  aware of any order or decree or any complaint  praying for an order or
decree  restraining  or  enjoining  the  consummation  of this  Agreement or the
transactions  contemplated  hereby,  or  upon  receiving  any  notice  from  any
governmental  department,  court,  agency  or  commission  of its  intention  to
institute an  investigation  into, or institute a suit or proceeding to restrain
or enjoin the consummation of this Agreement or such transactions, or to nullify
or render ineffective this Agreement or such transactions if consummated.

            (c) This Agreement is subject to such  obligations and duties as may
be imposed on any party by statute,  regulation,  contract or law;  and no party
shall be liable for any damages to any other  party,  or any other  person,  for
reasonable actions taken in compliance with such obligations.  In the event that
any  court,  administrative  agency  or  tribunal,  by order,  determination  or
administrative  action,  requires  a party to take  actions in  compliance  with
obligations and duties that may be imposed by statute,  regulation,  contract or
law as a condition or precondition to the undertakings  herein, or determines to
initiate  proceedings  or does initiate  proceedings to compel such actions of a
party,  then such party may take such  actions as  reasonably  are  required for
compliance with such obligations and duties,  or to discharge,  adjust or settle
such orders,  determinations,  administrative  action or  proceedings,  it being

<PAGE>

agreed and understood that the parties will use all reasonable efforts to oppose
the  imposition  of any such  order,  determination,  administrative  action  or
proceeding.

            (d)   Each  of  Post   Entities   and   Denver   Publishing,   shall
conscientiously  endeavor to perform on a timely basis all obligations  required
to be performed by it under all contracts and leases relating to its Newspaper.

                                    ARTICLE 7
                              DURATION; TERMINATION

      7.1 TERM.  Unless  renewed as provided in this  Section 7.1 or  terminated
pursuant to Section 7.2, this Agreement and The Denver  Newspaper Agency Limited
Liability  Company  Operating  Agreement shall continue for a term ending at the
close of business on the last day of the fiftieth full fiscal year following the
Effective Date, whereupon this Agreement and The Denver Newspaper Agency Limited
Liability Company Operating Agreement shall expire and terminate. This Agreement
shall  automatically  renew for  succeeding  renewal  periods of 25 years  each,
unless either Denver Post or Denver Publishing  notifies the other in writing at
least five years before the end of the then current  period  (including  renewal
periods),  of the  election  of the party  giving the notice to  terminate  this
Agreement. If such notice is given, this Agreement shall terminate at the end of
the initial period or the then current renewal period during which the notice is
given.

      7.2 TERMINATION OF THIS AGREEMENT; DISSOLUTION OF THE LLC.

            (a) Prior to the Effective  Date,  this Agreement shall terminate on
May 1, 2005,  if the  Effective  Date shall not have  occurred on or before such
date,  or upon such  earlier  date,  if any, as the parties  hereto may mutually
agree upon in writing.

            (b) After the Effective Date, this Agreement shall terminate only as
hereinafter provided in this Section 7.2.

<PAGE>

            (c) After the  Effective  Date,  no Member shall cause the LLC to be
dissolved  except as provided herein and in The Denver  Newspaper Agency Limited
Liability Company Operating  Agreement.  After the Effective Date, the LLC shall
continue  until  dissolved  as herein and  thereafter  provided.  The LLC shall,
subject  to the  provisions  of  subsection  (e)  hereof  and to all  applicable
provisions of The Denver Newspaper Agency Limited  Liability  Company  Operating
Agreement, be dissolved upon the occurrence of any of the following:

                  (i) expiration of the term of this Agreement,  as set forth in
      Section  7.1  hereof  or  of  the  Limited   Liability  Company  Operating
      Agreement;

                  (ii)  at the  written  election  of a  Member  if  any  Member
      willfully or  persistently  commits one or more material  breaches of this
      Agreement  or  The  Denver  Newspaper  Agency  Limited  Liability  Company
      Operating  Agreement,  or otherwise so conducts itself in matters relating
      to the LLC business that it is not reasonably  practicable to carry on the
      business of the LLC;  PROVIDED,  HOWEVER,  that such  election may be made
      only if the electing  Member has given written notice to the other Members
      of such  breaches  or conduct and such  breaches or conduct  have not been
      substantially cured within 90 days after such notice has been given.

                  (iii) if the LLC  experiences a net loss from its  operations,
      before  depreciation  and  amortization,  as determined in accordance with
      generally accepted accounting  principles  consistently  applied,  for any
      three  consecutive  fiscal  years,  then,  at any time  within  six months
      following the end of any such three  consecutive  fiscal years, any Member
      may give the others  written  notice of its  intention to  terminate  this
      Agreement,  and thereafter this Agreement shall (subject to the provisions

<PAGE>

      of  subsection  (e)  hereof)  terminate  three years after the end of such
      three  consecutive  fiscal years,  or earlier if mutually agreed by Denver
      Post and Denver Publishing.

            (d) No termination of this Agreement or dissolution of the LLC shall
be  construed  to release any Member from  liability  at law or in equity to the
other  Members  or the  LLC  arising  out of any  breach  of the  terms  of this
Agreement or The Denver Newspaper  Agency Limited  Liability  Company  Operating
Agreement.

            (e) As soon as practicable  after the  termination of this Agreement
by lapse of time or  otherwise,  the LLC shall  liquidate as provided in Section
7.3 and  all  applicable  provisions  of The  Denver  Newspaper  Agency  Limited
Liability Company Operating Agreement.

      7.3 TERMINATION AT END OF TERM. Upon the termination of this Agreement and
The Denver Newspaper Agency Limited Liability Company  Operating  Agreement,  by
lapse of time or otherwise:

            (a) Denver Post and Denver  Publishing will meet with each other and
use their best efforts to develop a just and  equitable  plan for  discontinuing
and dissolving the LLC and distributing its assets in kind between Post Entities
and Denver  Publishing  (after  collection of all receivables and payment of all
indebtedness  and  liabilities  of the LLC  and all  costs  of  dissolution  and
liquidation), in accordance with the Members' respective Percentage Interests in
the LLC, so as to enable Denver Post and Denver  Publishing  to resume  separate
publication of THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS, respectively,  as
independent  businesses  (a  "Distribution  Plan").  If Denver  Post and  Denver
Publishing  agree  on a  Distribution  Plan,  the  assets  of the LLC  shall  be
distributed  in  accordance  with the  Distribution  Plan,  all  Licenses  shall
automatically  expire and terminate,  and the LLC shall  thereupon be dissolved.
Except as provided in the Distribution  Plan and upon effective  distribution of
assets by the LLC pursuant  thereto,  neither Denver Post,  Eastern Colorado nor

<PAGE>

Denver Publishing shall have any separate right,  title or interest in or to any
asset of the LLC.

            (b) If Denver Post and Denver  Publishing are unable to agree upon a
Distribution  Plan,  all  receivables  of the LLC  shall  be  collected  and the
business  affairs and assets of the LLC shall in accordance  with all applicable
terms  of The  Denver  Newspaper  Agency  Limited  Liability  Company  Operating
Agreement be liquidated  as promptly as possible in an orderly and  businesslike
manner.  The proceeds shall be applied and  distributed  in accordance  with the
terms  of The  Denver  Newspaper  Agency  Limited  Liability  Company  Operating
Agreement in the following order:

                  (1) To the payment and discharge of all of the LLC's debts and
      liabilities  (other than those to Post  Entities  and Denver  Publishing),
      including the establishment of any necessary reserves;

                  (2) To the  payment  of any  debts  and  liabilities  to  Post
      Entities  and  Denver  Publishing,  including,  but not  limited  to those
      arising pursuant to Section 1.8 hereof; and,

                  (3) To Denver Post,  Eastern Colorado,  and Denver Publishing,
      or their  successors,  in  accordance  with  their  respective  Percentage
      Interests.

      7.4 TRANSFERS OF INTERESTS  UNDER THE  AGREEMENT AND THE DENVER  NEWSPAPER
AGENCY LIMITED LIABILITY COMPANY OPERATING AGREEMENT.  After the Effective Date,
the  transfer  of the  rights of any party  under this  Agreement  or The Denver
Newspaper Agency Limited Liability Company Operating Agreement or as a Member of
the LLC shall be governed  exclusively by the provisions regarding such transfer
set forth in The Denver Newspaper  Agency Limited  Liability  Company  Operating
Agreement.

<PAGE>

                                    ARTICLE 8
                              COSTS AND LIABILITIES

      8.1 RESPONSIBILITY FOR COSTS.

            (a) COSTS FOR THE APPLICATION TO AND PROCEEDINGS WITH THE DEPARTMENT
OF JUSTICE.  Each Member shall be  responsible  for its own costs,  expenses and
liabilities  which are directly part of the application to and proceedings  with
the  Department  of Justice.  Each of Post  Entities  (collectively)  and Denver
Publishing  shall be  responsible  for one-half of all costs and expenses of the
LLC with respect to such  application and  proceedings,  including,  but without
limitation,  cost of the hired economists,  accountants, or other experts needed
for such application and proceedings.

            (b) COSTS FOR CERTAIN CHALLENGES TO THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.  Each Member shall be responsible for its own costs and expenses
(including, without limitation, costs of investigation and preparation) incurred
in the defense of any suit, action or proceeding  initiated or threatened by any
governmental  authority or any person or entity  seeking to prohibit,  enjoin or
restrain the transactions  contemplated by this Agreement, or seeking damages in
connection with these transactions or otherwise attempting to challenge the full
implementation  of the joint  operating  arrangement  provided in this Agreement
including,  without limitation, legal fees and other costs and expenses incurred
in connection with any such matter. Each of Post Entities,  on the one hand, and
Denver Publishing,  on the other, shall be responsible for one-half of all costs
and  expenses  of the LLC  incurred  in the  defense of such  suits,  actions or
proceedings.

            (c) CERTAIN  OTHER COSTS AND TAXES.  Except as  otherwise  expressly
herein  provided,  each party shall bear all fees and expenses  incurred by such
party in connection with,  relating to or arising out of the consummation of the
transactions  contemplated  hereby,  including,  without limitation,  all taxes,

<PAGE>

attorneys',   accountants'  and  other  professional  fees  and  expenses.   All
applicable  sales,  use and real estate transfer taxes,  and all title insurance
and survey costs shall be paid by the LLC.

      8.2 NATURE OF  RELATIONSHIP.  Nothing  contained in this  Agreement  shall
constitute the parties hereto as alter egos or joint  employers or as having any
relationship  other  than as  specifically  provided  herein  and in The  Denver
Newspaper Agency Limited  Liability Company  Operating  Agreement.  Denver Post,
Eastern  Colorado and Denver  Publishing each will retain and be responsible for
(and will indemnify the other Members and the LLC against) all of its respective
debts,  obligations,  liabilities,  and commitments which are not transferred to
and assumed by the LLC pursuant to this Agreement.

      8.3 MEMBERS' INDIVIDUAL RESPONSIBILITIES.

            (a) The entire cost and expense of defending, settling or paying and
discharging  any  liability or other claim on account of any  article,  feature,
advertisement,  editorial or other item published in or excluded from THE DENVER
POST or DENVER ROCKY  MOUNTAIN NEWS as a result of any act done or omitted to be
done by the news and  editorial  departments  of THE DENVER POST or DENVER ROCKY
MOUNTAIN  NEWS shall be borne by Denver Post or Denver  Publishing,  as the case
may be. Each of Denver Post and Denver  Publishing  agrees to indemnify and hold
the LLC, the other  Members,  each of such  Member's  Affiliates,  its and their
directors,  officers and employees harmless against any such liability,  cost or
expense incurred by such party.

            (b)  Except  as may  otherwise  be  specifically  provided  in  this
Agreement,  no Member shall be charged with or held  responsible  for any claims
arising  before  or after  the  Effective  Date  hereof  by reason of any act or
omission  on the part of any other  Member,  and the  responsible  Member  shall

<PAGE>

defend,  settle,  pay or discharge any such matter, and shall indemnify and hold
harmless the other Members against any such matter, and from any liability, cost
or expense arising therefrom.

      8.4 LLC'S  RESPONSIBILITY.  After the Effective  Date, the entire cost and
expense of defending,  settling or paying and discharging any liability or other
claim on account of (a) any article, feature, advertisement,  editorial or other
item published in or excluded from THE DENVER POST or DENVER ROCKY MOUNTAIN NEWS
as a result  of any act done or  omitted  to be done by the LLC or (b) any other
act done or  omitted to be done by the LLC under  this  Agreement  or The Denver
Newspaper Agency Limited Liability Company Operating Agreement shall be borne by
the LLC, except as otherwise expressly provided herein or therein. The LLC shall
indemnify and hold each of Denver Post,  Eastern Colorado and Denver  Publishing
and its Affiliates,  directors, officers and employees harmless against any such
liability, cost or expense incurred by any of them.

      8.5 FORCE MAJEURE.  No party shall be liable to the others for any failure
or delay in  performance  under this  Agreement or The Denver  Newspaper  Agency
Limited Liability Company  Operating  Agreement  occasioned by war, riot, act of
God or public enemy, strike, labor dispute, shortage of any supplies, failure of
suppliers or workers or other cause beyond the control of the party  required to
perform,  and such failure or delay shall not be considered a default hereunder,
but this Section 8.5 shall not excuse any party from its  obligation  to pay any
sum of money  which such party is  otherwise  required  to pay  pursuant to this
Agreement or The Denver Newspaper  Agency Limited  Liability  Company  Operating
Agreement.

<PAGE>

                                    ARTICLE 9
                                  MISCELLANEOUS

      9.1 NOTICES.  Each notice or other  communication  given  pursuant to this
Agreement or The Denver Newspaper  Agency Limited  Liability  Company  Operating
Agreement  shall be deemed to have been duly given when hand  delivered or three
days  after  being  deposited  in the United  States  mail,  certified,  postage
prepaid, return receipt requested,  and addressed to the party to be notified at
such party's address as set forth below:

      If to Denver Publishing to:     Denver Rocky Mountain News
                                      c/o The E.W. Scripps Company
                                      312 Walnut Street, 28th Floor
                                      Cincinnati, Ohio 45202
                                      Attn:  Daniel J. Castellini
                                      Senior Vice President and
                                       Chief Financial Officer
                                      Telecopier  (513) 977-3729

      With a Copy to:                 Baker & Hostetler LLP
                                      312 Walnut Street, Suite 2650
                                      Cincinnati, OH 45202
                                      Attn:  William Appleton, Esq.
                                      Telecopier:  (513) 929-0303

      If to either or both of the     c/o MediaNews Group, Inc.
      Post Entities (or to the        1560 Broadway, Suite 2100
      LLC prior to the Effective      Denver, CO 80202
      Date):                          Attn:  Joseph J. Lodovic, IV
                                      Executive Vice President and
                                       Chief Financial Officer
                                      Telecopier:  (303) 820-1929

        With a Copy to:               Verner, Liipfert, Bernhard,
                                       McPherson and Hand, Chartered
                                      901 15th Street, N.W., Suite 700
                                      Washington, DC 20005-2301
                                      Attn:  Howell E. Begle, Jr., Esq.
                                      Telecopier.  (202) 371-6279

The LLC shall on the  Effective  Date by notice  to the other  parties  given in
accordance  with this  Section 9.1  designate an address for receipt on or after

<PAGE>

such date of notices and communications  hereunder.  All such notices to the LLC
shall on or after  such  date be to the  attention  of the  President  and Chief
Executive  Officer,  with copies to Post  Entities and Denver  Publishing at the
addresses  then  designated by them for the receipt of such notices  pursuant to
this  Section 9.1.  Any party may change its address or the  individual  to whom
notice is to be  directed  hereunder  by notice  to the other  parties  given in
accordance with this Section 9.1.

      9.2  NON-ASSIGNABILITY.  This  Agreement  shall be binding  upon and shall
inure  to the  benefit  of  each  of the  parties  hereto  and  their  permitted
successors and assigns, but any attempt by any party to assign any of its rights
or to delegate any of its duties hereunder shall be subject to Section 7.4.

      9.3 ENTIRE UNDERSTANDING.  This Agreement (including the Exhibits) and The
Denver  Newspaper  Agency  Contribution  and Sale  Agreement  embody  the entire
understanding  and  agreement  of the parties on the subject  matter  herein and
therein contained and supersedes any and all prior agreements, arrangements, and
understandings relative to the subject matter hereof and thereof.

      9.4 HEADINGS. Titles, captions or headings contained in this Agreement are
inserted only as a matter of convenience and for reference and in no way define,
limit,  extend or  describe  the scope of this  Agreement  or the  intent of any
provisions hereto.

      9.5  GOVERNING  LAW.  This  Agreement  shall be construed  and enforced in
accordance with the internal laws of the State of Colorado.

      9.6 MODIFICATIONS. This Agreement shall be amended only by an agreement in
writing and signed by the party against whom enforcement or discharge is sought.

      9.7  SEVERABILITY.  Each provision of this  Agreement  shall be considered
severable  from  the  rest  and  if  any  provision  of  this  Agreement  or its

<PAGE>

application  to any person,  entity or  circumstance  shall be held  invalid and
contrary to any  existing  or future law or  unenforceable  to any  extent,  the
remainder of this Agreement and the  application  of any other  provision to any
person,  entity or  circumstance  shall  not be  affected  thereby  and shall be
interpreted and enforced to the greatest  extent  permitted by law so as to give
effect to the original intent of the parties hereto.

      9.8 SPECIFIC  PERFORMANCE.  In addition to any other  remedies the parties
may have,  each party  shall have the right to enforce  the  provisions  of this
Agreement  through  injunctive  relief or by a decree  or  decrees  of  specific
performance.

      9.9 NO THIRD PARTY  BENEFICIARIES.  Nothing in this Agreement,  express or
implied, shall give to anyone other than the parties hereto and their respective
permitted  successors and assigns any benefit,  or any legal or equitable right,
remedy or claim, under or in respect of this Agreement.

<PAGE>

      IN WITNESS WHEREOF, the parties have signed in multiple  counterparts this
Agreement by their respective duly authorized signatories as of the day and year
above written.


                                       THE DENVER POST CORPORATION


                                       By:  /S/ JOSEPH J. LODOVIC, IV
                                          -------------------------------
                                            Joseph J. Lodovic, IV
                                            Executive Vice President and
                                             Chief Financial Officer

                                       EASTERN COLORADO PRODUCTION
                                       FACILITIES, INC.


                                       By:  /S/ JOSEPH J. LODOVIC, IV
                                          -------------------------------
                                            Joseph J. Lodovic, IV
                                            Executive Vice President and
                                             Chief Financial Officer

                                       DENVER POST PUBLISHING
                                       FACILITIES LLC


                                       By:  /S/ JOSEPH J. LODOVIC, IV
                                          -------------------------------
                                            Joseph J. Lodovic, IV
                                            Executive Vice President and
                                             Chief Financial Officer

                                       THE DENVER PUBLISHING COMPANY


                                       By:  /S/ DANIEL J. CASTELLINI
                                          ------------------------------
                                            Daniel J. Castellini
                                            Senior Vice President and
                                             Chief Financial Officer