exv10w1



 





Exhibit 10.1




SEVENTH AMENDMENT TO CREDIT AGREEMENT




     THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September
17, 2007, is by and among MEDIANEWS GROUP, INC. (the “Borrower”), the guarantors identified
on the signature pages hereto (the “Guarantors”), the Lenders parties hereto and BANK OF
AMERICA, N.A., and administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).



RECITALS




     A. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into that
certain Credit Agreement dated as of December 30, 2003, as amended pursuant to First Amendment to
Credit Agreement dated as of January 20, 2004, as further amended pursuant to Second Amendment to
Credit Agreement dated as of April 16, 2004, as further amended pursuant to Third Amendment to
Credit Agreement dated as of August 30, 2004, as further amended pursuant to Fourth Amendment to
Credit Agreement dated as of September 8, 2005, as further amended pursuant to Fifth Amendment to
Credit Agreement dated as of June 28, 2006, and as further amended pursuant to Six Amendment to
Credit Agreement dated as of August 2, 2006 (as previously amended, the “Existing Credit
Agreement”). Capitalized terms used herein which are not defined herein and which are defined
in the Existing Credit Agreement shall have the same meanings as therein defined.



     B. The Loan Parties have requested that certain provisions of the Existing Credit Agreement be
amended; and



     C. The parties hereto have agreed to amend the Existing Credit Agreement as set forth herein.



     NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



AGREEMENT




     1. Amendments to Existing Credit Agreement. Effective upon satisfaction of the
conditions precedent set forth in Section 2 below, the Existing Credit Agreement is hereby
amended as follows:




     (a) Pricing Grid. The pricing grid in the definition of “Applicable Rate” in
Section 1.01 of the Existing Credit Agreement is amended and restated in its entirety to
read as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Eurodollar Loans	 	Base Rate Loans
	 	 	 	 	 	 	 	 	 	 	 	 	Revolving	 	 	 	 	 	 	 	 	 	Revolving	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Loans and	 	 	 	 	 	 	 	 	 	Loans and	 	 	 	 
	 	 	Consolidated	 	 	 	 	 	 	 	 	 	Tranche A	 	Tranche	 	Tranche	 	Tranche A	 	Tranche	 	Tranche C
	Pricing	 	Total Leverage	 	Commitment	 	Letters of	 	Term	 	B Term	 	C Term	 	Term	 	B Term	 	Term
	Tier	 	Ratio	 	Fee	 	Credit	 	Loan	 	Loan	 	Loan	 	Loan	 	Loan	 	Loan
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1

	 	Less than 3.5x
	 	 	0.25	%	 	 	1.25	%	 	 	1.25	%	 	 	1.75	%	 	 	2.25	%	 	 	0.50	%	 	 	0.75	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	Less than 4.5 to
1.0 but equal to or
greater than 3.5 to
1.0
	 	 	0.25	%	 	 	1.375	%	 	 	1.375	%	 	 	1.75	%	 	 	2.25	%	 	 	0.50	%	 	 	0.75	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	Less than 5.5 to
1.0 but equal to or
greater than 4.5 to
1.0
	 	 	0.375	%	 	 	1.50	%	 	 	1.50	%	 	 	1.75	%	 	 	2.25	%	 	 	0.50	%	 	 	0.75	%	 	 	1.25	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	Equal to or greater
than 5.5 to 1.0
	 	 	0.375	%	 	 	1.75	%	 	 	1.75	%	 	 	1.75	%	 	 	2.25	%	 	 	0.50	%	 	 	0.75	%	 	 	1.25	%






 









 







     (b) Amended and Restated Definitions. The following definitions in Section
1.01 of the Existing Credit Agreement are amended and restated in their entireties to read
as follows:




     “Consolidated Operating Cash Flow” means, as of any date of
determination with respect to the Borrower and its Restricted Subsidiaries on a
consolidated basis, the following, with respect to the immediately preceding four
fiscal quarters of the Borrower for which the Required Financial Information has
been delivered: (A) revenues minus (B) the sum of (i) cost of sales,
(ii) management fees, (iii) regularly scheduled payments in respect of the Denver
Synthetic Lease and (iv) selling, general and administrative expenses (other than
(i) non-cash expenses accrued under employee compensation and stock ownership plans
and post-retirement executive medical plans and (ii) one time non-recurring charges
and expenses not to exceed $1,000,000 in the aggregate during any fiscal year) for
such period plus (C)  dividends or other distributions received in cash from
any Person (other than a JOA or the Salt Lake Printer Entity) not constituting a
Restricted Subsidiary hereunder for such period plus (D) one-time expenses
incurred in connection with the Contra Costa/San Jose Purchase not to exceed
$3,000,000 in the aggregate during the term of this Agreement plus (E)
severance expenses for such period not to exceed (i) $135,000 for the fiscal quarter
ended December 31, 2005, (ii) $135,000 for fiscal quarter ended March 31, 2006,
(iii) $1,335,000 for the fiscal quarter ended June 30, 2006, (iv) $4,750,000 in the
aggregate for the fiscal year ending June 30, 2007 and (v) $3,000,000 in the
aggregate for any fiscal year thereafter plus (F) nonrecurring plant closing
costs with respect to the Salt Lake JOA incurred during fiscal year 2006 in an
aggregate amount not to exceed $1,555,000.




     “Excluded Disposition” means, with respect to the Borrower or any
Restricted Subsidiary, any Voluntary Disposition consisting of (i) the sale, lease,
license, transfer or other disposition of Property in the ordinary course of such
Person’s business, (ii) the sale, lease, license, transfer or other disposition of
machinery and equipment no longer used or useful in the conduct of such Person’s
business, (iii) any sale, lease, license, transfer or other disposition of Property
by such Person to the Borrower or any other Loan Party (other than a Limited
Guarantor), provided that the applicable Loan Parties shall cause to be
executed and delivered such documents, instruments and certificates as the
Administrative Agent may request so as to cause the Loan Parties to be in compliance
with the terms of Section 7.08 after giving effect to such transaction,
(iv) any Voluntary
Disposition by such Person to the extent constituting a Permitted Investment of
the type referred to in



2









 







clause (iii), (iv), (v), (ix), (x), (xi), (xii), (xiii) or
(xiv) of the definition of “Permitted Investment” set forth in this
Section 1.01, (v) the sale, transfer or other disposition of any Capital
Stock of any Unrestricted Subsidiary and (vi) any Voluntary Disposition (or series
or related Voluntary Dispositions) involving aggregate consideration not exceeding
$5,000,000; provided, however, that the term “Excluded Disposition”
shall not include any Voluntary Disposition to the extent that any portion of the
proceeds of such Voluntary Disposition are required under the documents evidencing
or governing any Subordinated Debt to be applied to permanently retire Indebtedness
of the Borrower and its Restricted Subsidiaries.




     “Permitted Acquisition” means (a) an Acquisition by a Loan Party that
is not a Limited Guarantor (whether by purchase or exchange, and whether
constituting a purchase of assets or stock) of any Permitted Business
(provided that, the business activities conducted by the Person or Property
so acquired may include any business activities that do not constitute a Permitted
Business so long as such business activities do not represent a material portion of
the overall business activities conducted by such acquired Person or Property) so
long as (i) in the case of an Acquisition of Capital Stock of another Person, such
Person shall become a Guarantor in accordance with Section 7.04 and the
Capital Stock of such Person shall be pledged pursuant to the Collateral Documents
in accordance with Section 7.08 and (ii) in the event that the aggregate
purchase price with respect to such Acquisition is greater than $10,000,000, the
Borrower shall have provided to the Administrative Agent (A) a certificate of a
Responsible Officer of the Borrower stating that (1) the representations and
warranties in Article VI are true and correct in all material respects
(except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they were true and correct in all material respects
as of such earlier date) both immediately before and after giving effect to such
Acquisition and (2) no Default shall have occurred and be continuing both
immediately before and after giving effect to such Acquisition, and (B) a Pro Forma
Compliance Certificate demonstrating that the Borrower would be in compliance with
Section 8.19 after giving effect to such Acquisition on a Pro Forma Basis as
of the most recent fiscal quarter end with respect to which the Administrative Agent
has received the Required Financial Information; (b) the Contra Costa/San Jose
Purchase; and (c) the St. Paul/Monterey Purchase so long as either (x) the
consideration payable by the Borrower and its Restricted Subsidiaries in connection
therewith is funded solely through the sale of common Capital Stock of the Borrower,
including any common Capital Stock that tracks specific assets of the Borrower (or
the St. Paul/Monterey Assets are contributed to the Borrower and its Subsidiaries in
exchange for common Capital Stock of the Borrower, including any common Capital
Stock that tracks specific assets of the Borrower) or (y) the Borrower shall have
provided to the Administrative Agent (A) a certificate of a Responsible Officer of
the Borrower stating that (1) the representations and warranties in
Article VI are true and correct in all material respects (except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they were true and correct in all material respects as of such
earlier date) both immediately before and after giving effect to the St.
Paul/Monterey Purchase and (2) no Default shall have occurred and be continuing both
immediately before and after giving effect to the St. Paul/Monterey Purchase, and
(B) a Pro Forma Compliance Certificate demonstrating that the Borrower
would be in compliance with Section 8.19 after giving effect to the St.
Paul/Monterey Purchase on a Pro Forma Basis as of the most recent fiscal quarter end
with respect to which the Administrative Agent has received the Required Financial
Information.



3









 






     “Permitted Investments” means:




     (i) Investments in cash or Cash Equivalents;




     (ii) Money Market Investments;




     (iii) Investments in any Person that is a Loan Party (other than a
Limited Guarantor) prior to giving effect to such Investment;




     (iv) to the extent not constituting an Acquisition, Investments in any
Person that results in such Person becoming a Loan Party (other than a
Limited Guarantor), provided that, prior to the making of
any such Investment exceeding $10,000,000, the Borrower shall have provided
to the Administrative Agent (a) a certificate of a Responsible Officer of
the Borrower stating that (1) the representations and warranties in
Article VI are true and correct in all material respects (except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they were true and correct in all material
respects as of such earlier date) both immediately before and after giving
effect to such Investment and (2) no Default shall have occurred and be
continuing both immediately before and after giving effect to such
Investment, and (b) a Pro Forma Compliance Certificate demonstrating that
the Borrower would be in compliance with Section 8.19 after giving
effect to such Investment on a Pro Forma Basis as of the most recent fiscal
quarter end with respect to which the Administrative Agent has received the
Required Financial Information;




     (v) any Investment (including Investments in or by Limited Guarantors,
JOAs and Restricted Subsidiaries that are not Loan Parties) to the extent
that the consideration for such Investment is the issuance of common Capital
Stock of the Borrower (including any common Capital Stock that tracks
specific assets of the Borrower) provided that, prior to the
making of any such Investment exceeding $10,000,000, the Borrower shall have
provided to the Administrative Agent (a) a certificate of a Responsible
Officer of the Borrower stating that (1) the representations and warranties
in Article VI are true and correct in all material respects (except
to the extent that such representations and warranties specifically refer to
an earlier date, in which case they were true and correct in all material
respects as of such earlier date) both immediately before and after giving
effect to such Investment and (2) no Default shall have occurred and be
continuing both immediately before and after giving effect to such
Investment (including a Default under Section 8.22), and (b) a Pro
Forma Compliance Certificate demonstrating that the Borrower would be in
compliance with Section 8.19 after giving effect to such Investment
on a Pro Forma Basis as of the most recent fiscal quarter end with respect
to which the Administrative Agent has received the Required Financial
Information;




     (vi) Investments consisting of (a) non-cash consideration received in
connection with any Voluntary Disposition pursuant to
Section 8.06(d)(i) otherwise complying with the terms of this
Agreement, (b) assets, Capital Stock, obligations or securities received in
connection with any Voluntary Disposition



4









 







pursuant to
Section 8.06(d)(ii) otherwise complying with the terms of this
Agreement or (c) non-cash consideration received in connection with any
exercise of a Permitted Option in respect of the Salt Lake Printer Entity or
the K-T Printer Assets pursuant to Section 8.06(e) otherwise
complying with the terms of this Agreement;




     (vii) Existing Investments;




     (viii) Capital Stock, obligations or securities received in settlement
of debts created in the ordinary course of business and owing to the
Borrower or any Restricted Subsidiary or in satisfaction of judgments
including under a plan of reorganization or other bankruptcy proceeding;




     (ix) loans and advances to directors, employees and officers of the
Borrower and its Restricted Subsidiaries for bona fide business purposes not
in excess of $10,000,000 in the aggregate at any one time outstanding;




     (x) Permitted Acquisitions;




     (xi) subject to compliance with Section 8.06(b), the Voluntary
Disposition of assets of K-T or the Borrower or a Restricted Subsidiary to
the Salt Lake JOA or the New Salt Lake JOA (or a Subsidiary thereof) and the
Voluntary Disposition of the SLC Printing Press Assets by the Borrower or a
Restricted Subsidiary to the Salt Lake Printer Entity;




     (xii) (a) subject to compliance with Section 8.06(c), any
Voluntary Disposition of all or substantially all of the Capital Stock or
assets of Los Angeles Daily News or Long Beach Publishing Company to the
California Partnership (or a Subsidiary thereof), (b) the Voluntary
Disposition (or in the case of cash, the contribution) of the California
Assets to the California Partnership (or a Subsidiary thereof) or in the
case of The Monterey County Herald, the Stephens Partnership (c) the
Voluntary Disposition of the Connecticut Assets to the Connecticut
Partnership in exchange for Capital Stock of the Connecticut Partnership and
(d) a Hearst/CP Contribution, so long as after giving effect thereto the
Connecticut Partnership is a Restricted Subsidiary;




     (xiii) Investments in Limited Guarantors, Restricted Subsidiaries that
are not Guarantors, JOAs and the Salt Lake Printer Entity to the extent that
such Investments are either (a) used to make capital expenditures that are
included in calculations of Consolidated Capital Expenditures for all
applicable periods, (b) financed with the proceeds of Indebtedness as
described in clause (b) of the definition of “Consolidated Capital
Expenditures” set forth in this Section 1.01
or (c) made with the Net Cash Proceeds of any JOA Asset Disposition in
the JOA (or a Subsidiary thereof) making the JOA Asset Disposition;




     (xiv) other Investments (other than Investments specified in
clauses (i) through (xiii) above and clause (xv) below) in an aggregate
amount not exceeding $50,000,000 during any fiscal year, provided
that, prior to the making of any such Investment exceeding
$10,000,000, the Borrower shall have



5









 







provided to the Administrative Agent
(a) a certificate of a Responsible Officer of the Borrower stating that
(1) the representations and warranties in Article VI are true and
correct in all material respects (except to the extent that such
representations and warranties specifically refer to an earlier date, in
which case they were true and correct in all material respects as of such
earlier date) both immediately before and after giving effect to such
Investment and (2) no Default shall have occurred and be continuing both
immediately before and after giving effect to such Investment (including a
Default under Section 8.22), and (b) a Pro Forma Compliance
Certificate demonstrating that the Borrower would be in compliance with
Section 8.19 after giving effect to such Investment on a Pro Forma
Basis as of the most recent fiscal quarter end with respect to which the
Administrative Agent has received the Required Financial Information; and




     (xv) Investments by the Borrower and its Restricted Subsidiaries during
the Borrower’s fiscal year ended June 30, 2006 of (A) up to $24,000,000 in
cash in a partnership or joint venture to be formed through the contribution
of publications held by Eastern Colorado Publishing Company, and (B) up to
$26,000,000 in a 5% limited partnership interest in Detroit Newspaper
Partnership, L.P., a Delaware limited partnership, provided
that, prior to the making of the Investment described in clause (A),
the Borrower shall have provided to the Administrative Agent (a) a
certificate of a Responsible Officer of the Borrower stating that (1) the
representations and warranties in Article VI are true and correct in
all material respects (except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they were
true and correct in all material respects as of such earlier date) both
immediately before and after giving effect to such Investment and (2) no
Default shall have occurred and be continuing both immediately before and
after giving effect to such Investment (including a Default under
Section 8.22), and (b) a Pro Forma Compliance Certificate
demonstrating that the Borrower would be in compliance with Section
8.19 after giving effect to such Investment on a Pro Forma Basis as of
the most recent fiscal quarter end with respect to which the Administrative
Agent has received the Required Financial Information.




     “Stephens Partnership” means a general partnership between SF Holding
Company (or a Subsidiary thereof) and the Borrower (or a Restricted Subsidiary
thereof), in which the Borrower holds approximately 67% of the voting equity
interest.




     (c) New Definitions. The following definitions are added to Section 1.01 of
the Existing Credit Agreement in the appropriate alphabetical order:




     “Connecticut Assets” means the assets of The Connecticut Post (and
associated weeklies, publications and websites).




     “Connecticut Partnership” means a partnership or limited liability
company owned by the Borrower and its Subsidiaries and The Hearst Corporation and
its Subsidiaries, initially holding the Connecticut Assets and the assets of the
Danbury News-Times (and associated weeklies, publications and web sites).



6









 






     “Hearst/CP Contribution” means the contribution by The Hearst
Corporation (or a Subsidiary thereof) to the Connecticut Partnership of (x) the
assets of the Danbury News-Times (and associated weeklies, publications and web
sites), or the Capital Stock of the Person owning such assets, or (y) substantially
all of the Property of, or a majority of the Capital Stock of any Person owning any,
Permitted Business (provided that, the business activities conducted by the
Person or Property so acquired may include any business activities that do not
constitute a Permitted Business so long as such business activities do not represent
a material portion of the overall business activities conducted by such acquired
Person or Property), in each case of clauses (x) and (y) in exchange for Capital
Stock of the Connecticut Partnership.




     (d) Calculations. Clause (ii) appearing in Section 1.03(c) of the Existing
Credit Agreement is amended by inserting “(v),” after “(iv)” but before “(vi)” in such
clause.




     (e) Mandatory Reductions. Section 2.06(b)(ii) of the Existing Credit Agreement
is amended and restated in its entirety to read as follows.




     (ii) Other. On October 1, 2007, the Aggregate Revolving Commitments
shall be permanently reduced by $115,000,000.




     (f) The Guaranty. Clause (c) of the second paragraph of Section 4.01 of the
Existing Credit Agreement is amended and restated in its entirety to read as follows:




     (c) prior to the time, if any, that the California Partnership, the Stephens
Partnership, the Connecticut Partnership, TNMP, MNG/Power One Media Holding Company,
Inc., the Salt Lake JOA, Utah Media Partners, LLC or any of their respective
Subsidiaries (including Persons which become Subsidiaries after the Closing Date
pursuant to a Permitted Investment) becomes a Wholly Owned Subsidiary, such Person
shall not be required to Guarantee all or any portion of the Obligations (or enter
into a Pledge Agreement)




     (g) Compliance Certificates. Clause (i) of Section 7.01(c) of the Existing
Credit Agreement is amended and restated in its entirety to read as follows:




     (c) (i) Compliance Certificates. At the time that financial statements
are furnished pursuant to Section 7.01(a) or (b), a Compliance
Certificate of a Responsible Officer of the Borrower. At the time that financial
statements are furnished pursuant to Section 7.01(a) and within 90 days
after the end of each fiscal year of the Borrower, a certificate of a Responsible
Officer of the Borrower demonstrating (A) the Consolidated Total Leverage Ratio, (B)
the ratio of Consolidated Senior Debt to
Consolidated Operating Cash Flow and stating, if applicable, that a change in the
Applicable Rate should be made and (C) the calculation of Consolidated Operating
Cash Flow calculated for each fiscal quarter occurring during the applicable
reporting period.




     (h) Voluntary Dispositions. Section 8.06(c) of the Existing Credit Agreement
is amended and restated in its entirety to read as follows.




     (c) (1) the contribution of all or substantially all of the Capital Stock or
assets of Los Angeles Daily News or Long Beach Publishing Company to the California



7









 







Partnership (or a Subsidiary thereof), so long as the Borrower shall have furnished
to the Administrative Agent, not later than the fifth Business Day preceding the
date of any such Voluntary Disposition (i) a certificate of a Responsible Officer of
the Borrower stating that (A) each representation in Article VI is true and
correct in all material respects both immediately before and after giving effect to
such Voluntary Disposition (except to the extent that any such representation and
warranty specifically refers to an earlier date, in which case it was true and
correct in all material respects as of such earlier date), and (B) no Default shall
have occurred and be continuing both immediately before and after giving effect to
such Voluntary Disposition, and (ii) a Pro Forma Compliance Certificate
demonstrating that the Borrower would be in compliance with Section 8.19
after giving effect to such Voluntary Disposition on a Pro Forma Basis as of the
most recent fiscal quarter end with respect to which the Administrative Agent has
received the Required Financial Information, (2) the contribution of the California
Assets to the California Partnership (or a Subsidiary thereof) or in the case of The
Monterey County Herald, to the Stephens Partnership (and the issuance to SF Holding
Company (or a Subsidiary thereof) of Capital Stock in the Stephens Partnership) and
(3) the contribution of the Connecticut Assets to the Connecticut Partnership and
any Hearst/ CP Contribution;




     (i) Financial Covenants. Section 8.19 of the Existing Credit Agreement is
amended and restated in its entirety to read as follows.




     (a) Consolidated Total Leverage Ratio. Permit the Consolidated Total
Leverage Ratio as of the end of any fiscal quarter of the Borrower set forth below
to be greater than the ratio corresponding to such fiscal quarter:



	 	 	 	 	 	 	 	 	 
	Calendar Year	 	March 31	 	June 30	 	September 30	 	December 31
	2007
	 	N/A
	 	6.75 to 1.0
	 	6.75 to 1.0
	 	6.75 to 1.0
	2008
	 	6.75 to 1.0
	 	6.50 to 1.0
	 	6.25 to 1.0
	 	6.25 to 1.0
	2009
	 	6.00 to 1.0
	 	6.00 to 1.0
	 	5.75 to 1.0
	 	5.75 to 1.0
	2010
	 	5.75 to 1.0
	 	5.75 to 1.0
	 	5.50 to 1.0
	 	5.50 to 1.0
	2011
	 	5.50 to 1.0
	 	5.50 to 1.0
	 	5.00 to 1.0
	 	5.00 to 1.0
	thereafter
	 	5.00 to 1.0
	 	5.00 to 1.0
	 	5.00 to 1.0
	 	5.00 to 1.0







     (b) Ratio of Consolidated Senior Debt to Consolidated Operating Cash
Flow. Permit the ratio of Consolidated Senior Debt to Consolidated Operating
Cash Flow as of the end of any fiscal quarter of the Borrower set forth below to be
greater than the ratio corresponding to such fiscal quarter:




	 	 	 	 	 	 	 	 	 
	Calendar Year	 	March 31	 	June 30	 	September 30	 	December 31
	2007
	 	N/A
	 	4.25 to 1.0
	 	4.25 to 1.0
	 	4.25 to 1.0
	2008
	 	4.25 to 1.0
	 	4.25 to 1.0
	 	4.00 to 1.0
	 	4.00 to 1.0
	2009
	 	3.50 to 1.0
	 	3.50 to 1.0
	 	3.25 to 1.0
	 	3.25 to 1.0
	2010
	 	3.25 to 1.0
	 	3.25 to 1.0
	 	3.25 to 1.0
	 	3.25 to 1.0
	thereafter
	 	3.00 to 1.0
	 	3.00 to 1.0
	 	3.00 to 1.0
	 	3.00 to 1.0







     (c) Fixed Charge Coverage. Permit the ratio of (i) Consolidated
Operating Cash Flow to (ii) Consolidated Fixed Charges as of the end of any fiscal
quarter of the Borrower set forth below to be less than the ratio corresponding to
such fiscal quarter:



8









 





	 	 	 	 	 	 	 	 	 
	Calendar Year	 	March 31	 	June 30	 	September 30	 	December 31
	2007
	 	N/A
	 	1.25 to 1.0
	 	1.15 to 1.0
	 	1.15 to 1.0
	thereafter
	 	1.25 to 1.0
	 	1.25 to 1.0
	 	1.25 to 1.0
	 	1.25 to 1.0






     2. Conditions Precedent. This Amendment shall become effective as of the date hereof
upon satisfaction of the following conditions precedent:




     (a) Counterparts of Amendment. The Administrative Agent shall have received
counterparts of this Amendment, which collectively shall have been duly executed on behalf
of each of the Borrower, the Guarantors and the Required Lenders.




     (b) Amendment Fee. The Administrative Agent shall have received, for the
account of each Lender executing this Amendment, a fee of 0.25% on each such Lender’s
unfunded Commitments and outstanding Loans.




     (c) Payment of Fees and Expenses. The Borrower shall have paid all other fees
required to be paid in connection with this Amendment and all Attorney Costs of the
Administrative Agent to the extent invoiced prior to or on the date hereof.



     3. Representations and Warranties. The Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) the
representations and warranties set forth in Article VI of the Existing Credit Agreement
are, subject to the limitations set forth therein, true and correct in all material respects as of
the date hereof (except for those which expressly relate to an earlier date) and (b) no Default or
Event of Default exists under the Existing Credit Agreement or any of the other Loan Documents.



     4. Reaffirmation of Obligations. Each Loan Party hereby ratifies the Existing Credit
Agreement and acknowledges and reaffirms (a) that it is bound by all terms of the Existing Credit
Agreement applicable to it and (b) that it is responsible for the observance and full performance
of its respective Obligations. Without limiting the generality of the foregoing sentence, each of
the Guarantors hereby (x) jointly and severally reaffirms and ratifies its guaranty of the
Obligations pursuant to Article IV of the Existing Credit Agreement, and (y) jointly and
severally reaffirms and ratifies all agreements set forth in such Collateral Documents securing
such guaranty, all of which shall in all respects remain in full force and effect and shall
continue to guarantee and secure any and all of the Obligations, whether now existing or hereafter
arising, on the same terms and conditions as are now set forth in such Collateral Documents.




     5. References in Other Loan Documents. At such time as this Amendment shall become
effective pursuant to the terms of Section 2 above, all references in the Loan Documents to the
“Credit Agreement” shall be deemed to refer to the Existing Credit Agreement as amended by this
Amendment.



     6. Counterparts/Telecopy. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. This Amendment may be transmitted and/or
signed by facsimile. The effectiveness of any such documents and signatures shall, subject to
applicable Law, have the same force and effect as manually signed originals and shall be binding on
all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also
require that any such documents and signatures be confirmed by a manually signed original thereof;
provided, however, that



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the failure to request or deliver the same shall not limit
the effectiveness of any facsimile document or signature.



     7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.



     8. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.




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     IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have caused this
Amendment to be duly executed on the date first above written.



	 	 	 	 	 	 
	BORROWER:	 	MEDIANEWS GROUP, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 

	 	By:  	 	 
	 

	 	 	 
	 	 	Name: Ronald A. Mayo
	 	 	Title: Vice President and Chief Financial Officer
	 
	 	 	 	 
	GUARANTORS:	 	ALASKA BROADCASTING COMPANY, INC.,
	 	 	an Alaska corporation
	 	 	CHARLESTON PUBLISHING COMPANY,
	 	 	a Delaware corporation
	 	 	CONNECTICUT NEWSPAPERS PUBLISHING COMPANY,
	 	 	a Delaware corporation
	 	 	THE DENVER POST CORPORATION,
	 	 	a Delaware corporation
	 	 	THE DETROIT NEWS, INC.,
	 	 	a Michigan corporation
	 	 	EASTERN COLORADO PUBLISHING COMPANY,
	 	 	a Delaware corporation
	 	 	GRAHAM NEWSPAPERS, INC.,
	 	 	a Delaware corporation
	 	 	KEARNS-TRIBUNE, LLC,
	 	 	a Delaware limited liability company
	 	 	LONG BEACH PUBLISHING COMPANY,
	 	 	a Delaware corporation
	 	 	LOS ANGELES DAILY NEWS PUBLISHING COMPANY,
	 	 	a Delaware corporation
	 	 	LOWELL INTERNET MEDIA PUBLISHING COMPANY, INC.,
	 	 	a Delaware corporation
	 	 	LOWELL PUBLISHING COMPANY,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name: Ronald A. Mayo
	 	 	Title: Vice President and Chief Financial Officer






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	 	 	MEDIANEWS GROUP INTERACTIVE, INC.,
	 	 	a Delaware corporation
	 	 	MEDIANEWS SERVICES, INC.,
	 	 	a Delaware corporation
	 	 	NEW ENGLAND INTERNET MEDIA PUBLISHING, INC.,
	 	 	a Delaware corporation
	 	 	NEW ENGLAND NEWSPAPERS, INC.,
	 	 	a Delaware corporation
	 	 	NIMITZ PAPER COMPANY,
	 	 	a Delaware corporation
	 	 	NORTHWEST NEW MEXICO PUBLISHING COMPANY,
	 	 	a Delaware corporation
	 	 	RATE WATCH, INC.,
	 	 	a Delaware corporation
	 	 	UTAH MEDIA, INC.,
	 	 	a Delaware corporation
	 	 	WEST COAST MEDIANEWS LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	 

	 	By:  	 	 
	 

	 	 	 
	 	 	Name: Ronald A. Mayo
	 	 	Title: Vice President and Chief Financial Officer






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	ADMINISTRATIVE AGENT:	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:






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	LENDERS:
	 	 	 	 
	 	 	 
	 	 	[Please insert name of Lender]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 	 	Name:
	 	 	Title:







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