**EXHIBIT10.5****FOURTH AMENDMENT TO CREDIT AGREEMENT**     THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 8,2005, is by and among MediaNews Group, Inc. (the “Borrower”), the guarantors identified onthe signature pages hereto (the “Guarantors”), the Lenders parties hereto and Bank ofAmerica, N.A., as administrative agent for the Lenders (in such capacity, the “AdministrativeAgent”).**RECITALS**     A. The Borrower, the Guarantors, the Lenders, the Administrative Agent, the Syndication Agentand the Documentation Agent entered into that certain Credit Agreement dated as of December 30,2003, as amended pursuant a First Amendment to Credit Agreement dated as of January 20, 2004, asfurther amended pursuant a Second Amendment to Credit Agreement dated as of April 16, 2004, and asfurther amended pursuant a Third Amendment to Credit Agreement dated as of August 30, 2004 (aspreviously amended, the “Existing Credit Agreement”). Capitalized terms used herein whichare not defined herein and which are defined in the Existing Credit Agreement shall have the samemeanings as therein defined.     B. The Borrower desires to refinance all outstanding Tranche C Term Loans under the ExistingCredit Agreement with proceeds from (i) Tranche B Term Loans and (ii) Revolving Loans;     C. Each Lender holding Tranche C Term Loans who executes and delivers this Amendment shall bedeemed, upon the effectiveness of this Amendment, to have converted its Tranche C Term LoanCommitment and Tranche C Term Loans into a Tranche B Term Loan Commitment and Tranche B Term Loansin the same aggregate principal amount as such Lender’s outstanding Tranche C Term Loan Commitmentand Tranche C Term Loans, respectively, as in effect as of the date hereof;     D. Each Person who executes and delivers this Amendment as a lender other than pursuant to anexchange of Tranche C Term Loans described in Section 2.01(b) of the Existing CreditAgreement (as amended hereby), will make Tranche B Term Loans to the Borrower on the date hereof inan aggregate principal amount equal to the amount set forth opposite its name on Schedule2.01 to the Existing Credit Agreement (as amended hereby) under the caption “Tranche B TermLoan Commitment”, the proceeds of which will be used by the Borrower, together with the ConvertedTranche C Term Loans (as defined herein), to refinance in full the outstanding principal amount ofTranche C Term Loans;     E. The Borrower has requested that the Lenders amend the Existing Credit Agreement (i) toeffect the changes described above and (ii) to make other amendments as described herein; and     F. 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 goodand valuable consideration, the receipt and adequacy of which are hereby acknowledged, the partieshereto agree as follows:**AGREEMENT**     1. Amendments to Existing Credit Agreement. Effective upon satisfaction of theconditions precedent set forth in Section 2 below, the Existing Credit Agreement is herebyamended as follows:     (A) The following definitions appearing in Section 1.01 of the Existing CreditAgreement are hereby amended and restated to read as follows:
 

 
     “Acquisition”, by any Person, means the acquisition by such Person (to theextent not constituting a capital expenditure), in a single transaction or in a series ofrelated transactions, of (i) Capital Stock of another Person if, as a result of suchacquisition, such Person becomes a Restricted Subsidiary, (ii) at least a majority of theProperty of another Person, or (iii) at least a majority of a business unit of anotherPerson, in each case, whether or not involving a merger or consolidation with such otherPerson and whether for cash, property, services, assumption of Indebtedness, securities orotherwise.     “Applicable Rate” means the following percentages per annum, based upon theConsolidated Total Leverage Ratio as set forth in the most recent Compliance Certificatereceived by the Administrative Agent pursuant to Section 7.01(c):                           Eurodollar Loans Base Rate Loans        Revolving     Revolving            Loans and     Loans and      Consolidated     Tranche A Tranche Tranche Tranche A Tranche Tranche CPricing Total Leverage Commitment Letters of Term B Term C Term Term B Term TermTier Ratio Fee Credit Loan Loan Loan Loan Loan Loan1 Less than 3.5x 0.25% 0.75% 0.75% 1.25% n/a 0.00% 0.25% n/a2 Less than 4.5 to1.0 but equal to orgreater than 3.5 to1.0 0.25% 0.875% 0.875% 1.25% n/a 0.00% 0.25% n/a3 Equal to or greaterthan 4.5 to 1.0 0.375% 1.00% 1.00% 1.25% n/a 0.00% 0.25% n/a     Any increase or decrease in the Applicable Rate resulting from a change inthe Consolidated Total Leverage Ratio shall become effective as of the firstBusiness Day immediately following the date a Compliance Certificate is deliveredpursuant to Section 7.01(c); provided, however, that if aCompliance Certificate is not delivered when due in accordance with such Section,then Pricing Tier 3 shall apply as of the first Business Day after the date on whichsuch Compliance Certificate was required to have been delivered and shall continueto apply until the first Business Day immediately following the date such ComplianceCertificate is delivered, whereupon the Applicable Rate shall be adjusted based uponthe calculation of the Consolidated Total Leverage Ratio contained in suchCompliance Certificate.     “Consolidated Debt” means, at any time with respect to the Borrower andits Restricted Subsidiaries on a consolidated basis, Indebtedness as of such timeminus cash and Cash Equivalents held at such time in excess of $2,000,000(but, at any time after July 31, 2004, not more than $25,000,000 in the aggregate);provided, however, that (a) the Indebtedness in respect of theAirplane Debt, the Denver Synthetic Lease, the Salt Lake Printer Lease and theCalifornia Guaranty shall be excluded from Consolidated Debt so long as no event ofdefault is continuing with respect to such Indebtedness (or, in the caseof the California Guaranty, with respect to the Indebtedness Guaranteedthereby) and (b) the Denver Printer Debt shall be excluded from Consolidated Debtprior to the completion of the Denver Printer Consolidation.     “Consolidated Operating Cash Flow” means, as of any date ofdetermination with respect to the Borrower and its Restricted Subsidiaries on aconsolidated basis, the following, with respect to the immediately preceding fourfiscal quarters of the Borrower
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for which the Required Financial Information hasbeen delivered: (A) revenues minus (B) the sum of (i) cost of sales, (ii)management fees, (iii) regularly scheduled payments in respect of the DenverSynthetic Lease and (iv) selling, general and administrative expenses (other thannon-cash expenses accrued under employee compensation and stock ownership plans andpost-retirement executive medical plans) for such period plus (C) dividendsor other distributions received in cash from any Person (other than a JOA or theSalt Lake Printer Entity) not constituting a Restricted Subsidiary hereunder forsuch period.     “Lenders” means each of the Persons identified as a “Lender” on thesignature pages hereto, any Person that becomes a Lender pursuant to Section2.01(e) and their successors and assigns and, as the context requires, includesthe L/C Issuers and the Swingline Lender.     “Mandatorily Redeemable Stock” means, with respect to any Person, anyshare of such Person’s Capital Stock to the extent that it is (a) redeemable,payable or required to be purchased or otherwise retired or extinguished, orconvertible into any Indebtedness or other liability of such Person (i) at a fixedor determinable date, whether by operation of a sinking fund or otherwise, (ii) atthe option of any Person other than such Person or (iii) upon the occurrence of acondition not solely within the control of such Person, such as a redemptionrequired to be made out of future earnings or (b) convertible into MandatorilyRedeemable Stock, but excluding (i) Qualified Capital Stock and (ii) any suchCapital Stock of such Person so long as the terms thereof and of any security,instrument or other item of Indebtedness into which such Capital Stock may beconverted do not require the payment, redemption, purchase or other retirement ofany portion thereof, or do not provide for, or could not otherwise result in, theacceleration of any payment required to be made in respect thereof prior to a datethat is 91 days after the Maturity Date (or such earlier date as all amounts underthis Agreement have been paid in full and the Commitments have terminated);provided, however, that any class of Capital Stock of such Personthat, by its terms, authorizes such Person to satisfy in full its obligations uponmaturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereofor otherwise by the delivery of Capital Stock (other than Mandatorily RedeemableStock), and that is not convertible, puttable or exchangeable for MandatorilyRedeemable Stock or Indebtedness, will not be deemed to be Mandatorily RedeemableStock so long as such Person satisfies its obligations with respect thereto solelyby the delivery of Capital Stock (other than Mandatorily Redeemable Stock);providedfurther, however, that any Capital Stock that wouldnot constitute Mandatorily Redeemable Stock but for provisions thereof givingholders thereof (or the holders of any security into or for which such Capital Stockis convertible, exchangeable or exercisable) the right to require the Borrower orany Restricted Subsidiary to redeem such Capital Stock upon the occurrence of achange of control occurring prior to the 91st day following the Maturity Date shallnot constitute Mandatorily Redeemable Stock so long as the redemption of suchCapital Stock is contractually subordinated to the prior payment in full of theObligations in a manner reasonably satisfactory to the Administrative Agent.     “Permitted Investments” means:     (i) Investments in cash or Cash Equivalents;     (ii) Money Market Investments;
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     (iii) Investments in any Person that is a Loan Party (other than aLimited Guarantor) prior to giving effect to such Investment;     (iv) to the extent not constituting an Acquisition, Investments in anyPerson that results in such Person becoming a Loan Party (other than aLimited Guarantor), providedthat, prior to the making ofany such Investment exceeding $10,000,000, the Borrower shall have providedto the Administrative Agent (a) a certificate of a Responsible Officer ofthe Borrower stating that (1) the representations and warranties inArticle VI are true and correct in all material respects (except tothe extent that such representations and warranties specifically refer to anearlier date, in which case they were true and correct in all materialrespects as of such earlier date) both immediately before and after givingeffect to such Investment and (2) no Default shall have occurred and becontinuing both immediately before and after giving effect to suchInvestment, and (b) a Pro Forma Compliance Certificate demonstrating thatthe Borrower would be in compliance with Section 8.19 after givingeffect to such Investment on a Pro Forma Basis as of the most recent fiscalquarter end with respect to which the Administrative Agent has received theRequired Financial Information;     (v) [Intentionally Omitted];     (vi) Investments consisting of (a) non-cash consideration received inconnection with any Voluntary Disposition pursuant to Section8.06(d)(i) otherwise complying with the terms of this Agreement, (b)Capital Stock, obligations or securities received in connection with anyVoluntary Disposition pursuant to Section 8.06(d)(ii) otherwisecomplying with the terms of this Agreement or (c) non-cash considerationreceived in connection with any exercise of a Permitted Option in respect ofthe Salt Lake Printer Entity or the K-T Printer Assets pursuant toSection 8.06(e) otherwise complying with the terms of thisAgreement;     (vii) Existing Investments;     (viii) Capital Stock, obligations or securities received in settlementof debts created in the ordinary course of business and owing to theBorrower or any Restricted Subsidiary or in satisfaction of judgmentsincluding under a plan of reorganization or other bankruptcy proceeding;     (ix) loans and advances to directors, employees and officers of theBorrower and its Restricted Subsidiaries for bona fide business purposes notin 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 VoluntaryDisposition of assets of K-T or the Borrower or a Restricted Subsidiary tothe Salt Lake JOA or the New Salt Lake JOA (or a Subsidiary thereof) and theVoluntary Disposition of the SLC Printing Press Assets by the Borrower or aRestricted Subsidiary to the Salt Lake Printer Entity;     (xii) subject to compliance with Section 8.06(c), any VoluntaryDisposition of all or substantially all of the Capital Stock or assets ofLos
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Angeles Daily News or Long Beach Publishing Company to the CaliforniaPartnership (or a Subsidiary thereof);     (xiii) Investments in Limited Guarantors, Restricted Subsidiaries thatare not Guarantors, JOAs and the Salt Lake Printer Entity to the extent thatsuch Investments are either (a) used to make capital expenditures that areincluded in calculations of Consolidated Capital Expenditures for allapplicable periods, (b) financed with the proceeds of Indebtedness asdescribed in clause (b) of the definition of “Consolidated CapitalExpenditures” set forth in this Section 1.01 or (c) made with theNet Cash Proceeds of any JOA Asset Disposition in the JOA (or a Subsidiarythereof) 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 notexceeding $50,000,000 during any fiscal year, providedthat,prior to the making of any such Investment exceeding $10,000,000, theBorrower shall have provided to the Administrative Agent (a) a certificateof a Responsible Officer of the Borrower stating that (1) therepresentations and warranties in Article VI are true and correct inall material respects (except to the extent that such representations andwarranties specifically refer to an earlier date, in which case they weretrue and correct in all material respects as of such earlier date) bothimmediately before and after giving effect to such Investment and (2) noDefault shall have occurred and be continuing both immediately before andafter giving effect to such Investment (including a Default underSection 8.22), and (b) a Pro Forma Compliance Certificatedemonstrating that the Borrower would be in compliance with Section8.19 after giving effect to such Investment on a Pro Forma Basis as ofthe most recent fiscal quarter end with respect to which the AdministrativeAgent has received the Required Financial Information; and     (xv) Investments by the Borrower and its Restricted Subsidiaries duringthe Borrower’s fiscal year ended June 30, 2006 of (A) up to $24,000,000 incash in a partnership or joint venture to be formed through the contributionof publications held by Eastern Colorado Publishing Company, and (B) up to$26,000,000 in a 5% limited partnership interest in Detroit NewspaperPartnership, L.P., a Delaware limited partnership, providedthat, prior to the making of the Investment described in clause (A),the Borrower shall have provided to the Administrative Agent (a) acertificate of a Responsible Officer of the Borrower stating that (1) therepresentations and warranties in Article VI are true and correct inall material respects (except to the extent that such representations andwarranties specifically refer to an earlier date, in which case they weretrue and correct in all material respects as of such earlier date) bothimmediately before and after giving effect to such Investment and (2) noDefaultshall have occurred and be continuing both immediately before and aftergiving effect to such Investment (including a Default under Section8.22), and (b) a Pro Forma Compliance Certificate demonstrating that theBorrower would be in compliance with Section 8.19 after givingeffect to such Investment on a Pro Forma Basis as of the most recent fiscalquarter end with respect to which the Administrative Agent has received theRequired Financial Information.     “Permitted Restrictive Covenant” means (a) any covenant or restrictioncontained in any Loan Document; (b) any covenant or restriction contained in the1999 Indenture, the 2003 Indenture, the Partnership Agreement or the DenverAcquisition Documents;
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(c) any covenant or restriction binding upon any Person atthe time such Person becomes a Restricted Subsidiary of the Borrower if the same isnot created in contemplation thereof; (d) any covenant or restriction of the typecontained in Section 8.03 that is contained in any Contract evidencing orproviding for the creation of or concerning Purchase Money Indebtedness so long assuch covenant or restriction is limited to the property or asset purchased therewithand to fixed improvements thereafter erected on such property or asset; (e) anycovenant or restriction described in Schedule 8.11, but only to the extentsuch covenant or restriction is there identified by specific reference to theprovision of the Contract in which such covenant or restriction is contained; (f)any covenant, encumbrance or restriction existing under or by reason of (i)applicable Law, (ii) customary non-assignment provisions of any lease or otherContract governing a leasehold interest of the Borrower or a Restricted Subsidiary,(iii) except in respect of any Guarantor other than a Limited Guarantor, customaryrestrictions on the payment or making of dividends, distributions, transactions,loans, advances, investments and transfers to, in or with partners and other equityholders and their affiliates contained in agreements governing JOAs, shareholderagreements with minority shareholders and/or the Organizational Documents of suchPerson, provided that, in the case of restrictions on dividends anddistributions of income, such restrictions are limited to requiring that certainminimum levels of capital be maintained for working capital purposes and to meetexpenses, (iv) customary limitations on (A) the transferability of Investments in,and (B) the granting of Liens upon Investments in and properties of, JOAs, LimitedGuarantors and Persons (including Subsidiaries) that are not Guarantors contained inagreements governing such Investments, shareholder agreements relating to suchInvestments and/or the Organizational Documents of such Persons, (v) customaryrestrictions on transfer of property or assets subject to a sale or option agreemententered into in compliance with this Agreement and (vi) restrictions on assignmentof assets arising from Liens on such assets that are permitted under this Agreement;(g) in respect of any JOA, any covenant or restriction applicable to such JOA thatis described on Schedule 8.22; or (h) any covenant or restriction that (i)is not more burdensome in any material respect than an existing PermittedRestrictive Covenant that is such by virtue of clause (b), (c), (d), (e), (f) or (g)of this definition, (ii) is contained in a Contract constituting a renewal,extension or replacement of the Contract in which such existing PermittedRestrictive Covenant is contained and (iii) is binding only on the Person or Personsbound by such existing Permitted Restrictive Covenant.     “Pro Forma Basis” means, for purposes of calculating (utilizing theprinciples set forth in Section 1.03(c)) compliance with each of thefinancial covenants set forth in Section 8.19 in respect of a proposedtransaction, that such transaction shall be deemed to have occurred as of the firstday of the four fiscal-quarter period ending as of the most recent fiscal quarterend preceding the date of such transaction with respect to which theAdministrative Agent has received the Required Financial Information. As usedherein, “transaction” shall mean (a) any incurrence or assumption of Indebtedness asreferred to in Section 8.01(h), (b) any Restricted Payment referred to inSection 8.04(g), (c) any Acquisition or any Investment of the type referredto in clause (iii), (iv), (xiv) or (xv) of the definition of “Permitted Investment”set forth in this Section 1.01, (d) any redesignation of an UnrestrictedSubsidiary as a Restricted Subsidiary or any redesignation of a RestrictedSubsidiary as an Unrestricted Subsidiary (in each case, as referred to in thedefinition of “Restricted Subsidiary”), (e) any Voluntary Disposition as referred toin Section 8.06(b), 8.06(c) or 8.06(d) or (f) any exerciseof a Permitted Option in respect of the Salt Lake Printer Entity. In connectionwith any calculation of the financial covenants set forth in Section 8.19upon giving effect to a transaction on a Pro Forma Basis:
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     (i) for purposes of any such calculation in respect of any incurrenceor assumption of Indebtedness as referred to in Section 8.01(h), anyIndebtedness which is retired in connection with such incurrence orassumption shall be excluded and deemed to have been retired as of the firstday of the applicable period;     (ii) for purposes of any such calculation in respect of any Acquisitionor any Investment of the type referred to in clause (iii), (iv), (xiv) or(xv) of the definition of “Permitted Investment” set forth in thisSection 1.01 or any redesignation of an Unrestricted Subsidiary as aRestricted Subsidiary (as referred to in the definition of “RestrictedSubsidiary”), (A) any Indebtedness incurred or assumed by the Borrower orany Restricted Subsidiary (including the Person or assets acquired or theredesignated Subsidiary) in connection with such transaction and anyIndebtedness of the Person or assets acquired (or of the redesignatedSubsidiary) which is not retired in connection with such transaction (1)shall be deemed to have been incurred as of the first day of the applicableperiod and (2) if such Indebtedness has a floating or formula rate, shallhave an implied rate of interest for the applicable period for purposes ofthis definition determined by utilizing the rate which is or would be ineffect with respect to such Indebtedness as at the relevant date ofdetermination, (B) income statement items (whether positive or negative)attributable to the Person or Property acquired (or to the redesignatedSubsidiary) shall be included beginning as of the first day of theapplicable period and (C) pro forma adjustments reflecting costs savings maybe included to the extent that (1) such adjustments would give effect toevents that are (x) directly attributable to such transaction and (y)expected to have a continuing impact on the Borrower and its RestrictedSubsidiaries, (2) such adjustments are approved by the Administrative Agentand (3) the aggregate amount of such pro forma adjustments do not exceed 10%of Consolidated Operating Cash Flow (as calculated on a Pro Forma Basis,without taking into account this clause (C), after giving effect to suchtransaction) at such time; and     (iii) for purposes of any such calculation in respect of anyVoluntary Disposition as referred to in Section 8.06(b),8.06(c) or 8.06(d) or any redesignation of a RestrictedSubsidiary as an Unrestricted Subsidiary (as referred to in the definitionof “Restricted Subsidiary”) or any exercise of a Permitted Option in respectof the Salt Lake Printer Entity, (A) income statement items (whetherpositive or negative) attributable to the Person or assets disposedof (or to the redesignated Subsidiary) shall be excluded and (B) anyIndebtedness which is retired in connection with such transaction shall beexcluded and deemed to have been retired as of the first day of theapplicable period.     “Pro Forma Compliance Certificate” means a certificate of a ResponsibleOfficer of the Borrower delivered to the Administrative Agent in connection with (a)any incurrence, assumption or retirement of Indebtedness as referred to inSection 8.01(h), (b) any Restricted Payment as referred to in Section8.04(g), (c) any Acquisition or any Investment of the type referred to in clause(iii), (iv), (xiv) or (xv) of the definition of “Permitted Investment” set forth inthis Section 1.01, (d) any redesignation of an Unrestricted Subsidiary as aRestricted Subsidiary or any redesignation of a Restricted Subsidiary as anUnrestricted Subsidiary (in each case, as referred to in the definition of“Restricted Subsidiary”), (e) any Voluntary Disposition as referred to inSection 8.06(b),
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8.06(c) or 8.06(d) or (f) any exercise of aPermitted Option in respect of the Salt Lake Printer Entity, as applicable, andcontaining reasonably detailed calculations, upon giving effect to the applicabletransaction on a Pro Forma Basis, of each of the financial covenants in Section8.19 as of the most recent fiscal quarter end preceding the date of theapplicable transaction with respect to which the Administrative Agent shall havereceived the Required Financial Information.     “Restricted Payment” means (a) any payment by the Borrower or anyRestricted Subsidiary with respect to or on account of any of such Person’s CapitalStock, including any dividend or other distribution on, or any payment of intereston or principal of, any such Capital Stock, (b) any payment by the Borrower or anyRestricted Subsidiary on account of the principal of or interest or premium, if any,on any Subordinated Debt (other than any regularly scheduled payment of interestthereon and any repayment of principal thereof upon the stated maturity thereof(subject to the subordination provisions applicable thereto)), (c) any payment bythe Borrower or any Restricted Subsidiary on account of any purchase, redemption,retirement, exchange, defeasance or conversion of, or on account of any claimrelating to or arising out of the offer, sale or purchase of, the Borrower’s CapitalStock or any Subordinated Debt or (d) any payment by the Borrower or any RestrictedSubsidiary of premiums of life insurance policies on Permitted Holders as to whichthe Borrower or a Subsidiary is the beneficiary; provided, however,that the term “Restricted Payment” shall not include (i) the Refinancing of anySubordinated Debt with the proceeds of additional Subordinated Debt to the extentthat (A) such Refinancing Subordinated Debt is subordinated on terms and conditionsno less favorable in any material respect to the Lenders than the terms contained inthe Subordinated Debt being Refinanced, (B) such Refinancing Subordinated Debt isbinding only on the obligor or obligors under the Subordinated Debt so Refinanced,(C) the principal amount of the Refinancing Subordinated Debt does not exceed theprincipal amount of the Subordinated Debt so Refinanced plus any premium,“make-whole” amounts and penalties actually paid on the Subordinated Debt beingRefinanced and all reasonable fees and expenses payable in connection with suchRefinancing, (D) such Refinancing Subordinated Debt bears interest at a rate perannum not exceeding the rate borne by the Subordinated Debt so Refinanced except forany increase that is commercially reasonable at the time of such increase and (E)such Refinancing Subordinated Debt either (1) does not mature earlier, or amortize(whether by scheduled or mandatory prepayment or commitment reduction, or otherwise)more rapidly, than the Subordinated Debt so Refinanced or (2) does not mature, orrequire any amortization payments to be made, prior to the date that occurs 91 daysafter the Maturity Date and (ii) the repayment of the 1999 Subordinated Notes on orbeforeAugust 1, 2004 in an amount up to the amount of the net cash proceeds receivedby the Borrower from the issuance of additional Subordinated Debt pursuant toSection 8.01(i). For the purposes of this definition, a “payment” shallinclude the transfer of any asset or the incurrence of any Indebtedness or otherliability (the amount of any such payment to be the fair market value of such assetor the amount of such obligation, respectively) but shall not include the issuanceof any Capital Stock of the Borrower or any Restricted Subsidiary other thanMandatorily Redeemable Stock that would constitute Indebtedness in accordance withthe definition thereof.     “Revolving Commitment” means, as to each Lender, its obligation to (a)make Revolving Loans to the Borrower pursuant to Section 2.01, (b) purchaseparticipations in L/C Obligations, and (c) purchase participations in SwinglineLoans, in an aggregate principal amount at any one time outstanding not to exceedthe amount set forth opposite such Lender’s name on Schedule 2.01 or in theAssignment and Assumption pursuant to which such Lender becomes a party hereto or inany documentation executed by such
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Lender pursuant to Section 2.01(e), asapplicable, as such amount may be adjusted from time to time in accordance with thisAgreement.     “Tranche A Term Loan Commitment” means, as to each Lender, itsobligation to make its portion of the Tranche A Term Loan to the Borrower pursuantto Section 2.01(c), in the principal amount set forth opposite such Lender’sname on Schedule 2.01A or in the Assignment and Assumption pursuant to whichsuch Lender becomes a party hereto or in any documentation executed by such Lenderpursuant to Section 2.01(e), as applicable. The aggregate principal amountof the Tranche A Term Loan Commitments of all of the Lenders as in effect on theAmendment No. 4 Effective Date is One Hundred Million Dollars ($100,000,000).     “Tranche B Term Loan Commitment” means, as to each Lender (a) itsobligation to make its portion of the Tranche B Term Loan to the Borrower pursuantto Section 2.01(b), in the principal amount set forth opposite such Lender’sname on Schedule 2.01 or in the Assignment and Assumption pursuant to whichsuch Lender becomes a party hereto or in any documentation executed by such Lenderpursuant to Section 2.01(e), as applicable and/or (b) its election pursuantto Section 2.01(b) to exchange all or any portion of its outstanding TrancheC Term Loans for a like principal amount of Tranche B Term Loans. The aggregateprincipal amount of the Tranche B Term Loan Commitments of all of the Lenders as ineffect on the Amendment No. 4 Effective Date (after giving effect to Amendment No.4) is One Hundred Forty-Seven Million Two Hundred Sixty-Two Thousand Five HundredDollars ($147,262,500).     “Tranche C Term Loan Commitment” means, as to each Lender, itsobligation to make its portion of the Tranche C Term Loan to the Borrower pursuantto Section 2.01(d), in the principal amount set forth opposite such Lender’sname on Schedule 2.01A or in the Assignment and Assumption pursuant to whichsuch Lender becomes a party hereto or in any documentation executed by such Lenderpursuant to Section 2.01(e), as applicable. The aggregate principal amountof the Tranche C Term Loan Commitments of all of the Lenders as in effect on theAmendment No. 4 Effective Date (after giving effect to Amendment No. 4) is ZeroDollars ($0).     (B) The definition of “Master Intercompany Note” appearing in Section 1.01 ofthe Existing Credit Agreement is hereby deleted in its entirety.     (C) The following new definitions are hereby added to Section 1.01 of theExisting Credit Agreement to read as follows:     “Amendment No. 4” means the Fourth Amendment to Credit Agreement datedas of September 8, 2005 by and among the Borrower, the Guarantors, the Lendersparties thereto and the Administrative Agent.     “Amendment No. 4 Effective Date” means September 8, 2005.     “Converted Tranche C Term Loan” has the meaning specified inSection 2.01(b).     “Denver Printer Debt” means Indebtedness of DNA incurred in connectionwith the Denver Printer Consolidation to the extent that (a) such Indebtedness isnon-recourse to the Loan Parties and (b) the principal amount of such Indebtednessthat is attributable to the Borrower pursuant to Section 1.03(d) does notexceed $75,000,000.
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     “Qualified Capital Stock” means (i) Capital Stock of the Borrower thatotherwise constitutes Mandatorily Redeemable Stock (other than any such CapitalStock that constitutes Mandatorily Redeemable Stock because it is convertible intoIndebtedness of the issuer) to the extent that the redemption, purchase or otherretirement thereof is, at the time that the Borrower may be required to effect suchredemption, purchase or other retirement, permitted under Section 8.04(without regard to the occurrence of a Default) and (ii) Capital Stock of aRestricted Subsidiary that otherwise constitutes Mandatorily Redeemable Stock (otherthan any such Capital Stock that constitutes Mandatorily Redeemable Stock because itis convertible into Indebtedness of the issuer) to the extent that the redemption,purchase or other retirement thereof is, at the time that the Borrower or aRestricted Subsidiary may be required to effect such redemption, purchase or otherretirement, a Permitted Investment (without regard to the occurrence of a Default orthe ability of the Borrower to certify that the representations and warranties inArticle VI are true and correct in all material respects).     “TNMP” means Texas–New Mexico Newspapers Partnership, a Delawaregeneral partnership, at such time as it becomes a Restricted Subsidiary.     (D) Section 1.03(c) of the Existing Credit Agreement is hereby amended andrestated to read as follows:     (c) Calculations with Respect to Certain Transactions. Notwithstandingthe above but subject to subsection (d) below, the parties hereto acknowledge andagree that, for purposes of all calculations made under the financial covenants setforth in Section 8.19 (including without limitation for purposes of thedefinitions of “Applicable Rate” and “Pro Forma Basis” set forth in Section1.01), (i) after consummation of any Voluntary Disposition, any redesignation ofa Restricted Subsidiary as an Unrestricted Subsidiary (as referred to in thedefinition of “Restricted Subsidiary”) or any exercise of a Permitted Option inrespect of the Salt Lake Printer Entity, (A) income statement items (whetherpositive or negative) and capital expenditures attributable to the assets disposedof (or the redesignated Subsidiary) shall be excluded and (B) Indebtedness which isretired shall be excluded and deemed to have been retired as of the first day of theapplicable period, (ii) after consummation of any Permitted Investment described inclauses (iii), (iv), (vi), (x), (xi), (xii), (xiv) and (xv) of the definitionthereof or any redesignation of an Unrestricted Subsidiary as a RestrictedSubsidiary (as referred to inthe definition of “Restricted Subsidiary”), (A) income statement items (whetherpositive or negative) and capital expenditures (other than capital expenditures thatare non-recurring and not in the ordinary course of business) attributable to thePermitted Investment or the redesignated Subsidiary shall, to the extent nototherwise included in such income statement items for the Borrower and itsRestricted Subsidiaries in accordance with GAAP or in accordance with any definedterms set forth in Section 1.01, be included to the extent relating to anyperiod applicable in such calculations, (B) to the extent not retired in connectionwith such transaction, Indebtedness attributable hereunder to any PermittedInvestment or the redesignated Subsidiary shall be deemed to have been incurred asof the first day of the applicable period and (C) pro forma adjustments reflectingcosts savings may be included to the extent that (1) such adjustments would giveeffect to events that are (x) directly attributable to such transaction or (y)expected to have a continuing impact on the Borrower and its RestrictedSubsidiaries, (2) such adjustments have been approved by the Administrative Agentand (3) the aggregate amount of such pro forma adjustments do not exceed 10% ofConsolidated Operating Cash Flow (as calculated on a Pro Forma Basis, without takinginto account this clause (C), after giving effect to such transaction) at such timeand
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(iii) upon completion of the Denver Printer Consolidation and/or the Salt LakePrinter Build-Out, pro forma adjustments reflecting costs savings may be included tothe extent that (A) such adjustments would give effect to events that are (1)directly attributable to either such consolidation or facility or (2) expected tohave a continuing impact on the Borrower and its Restricted Subsidiaries and (B)such adjustments have been approved by the Administrative Agent.     (E) Section 2.01 of the Existing Credit Agreement is hereby amended andrestated in its entirety to read as follows:     (a) Revolving Loans. Subject to the terms and conditions set forthherein, each Lender severally agrees to make loans (each such loan, a “RevolvingLoan”) to the Borrower in Dollars from time to time on any Business Day duringthe Availability Period in an aggregate amount not to exceed at any time outstandingthe amount of such Lender’s Revolving Commitment; provided, however,that after giving effect to any Borrowing of Revolving Loans, (i) the TotalRevolving Outstandings shall not exceed the Aggregate Revolving Commitments, and(ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender,plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/CObligations, plus such Lender’s Pro Rata Share of the Outstanding Amount ofall Swingline Loans shall not exceed such Lender’s Revolving Commitment. Within thelimits of each Lender’s Revolving Commitment, and subject to the other terms andconditions hereof, the Borrower may borrow under this Section 2.01, prepayunder Section 2.05, and reborrow under this Section 2.01. RevolvingLoans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.     (b) Tranche B Term Loan. Subject to the terms and conditions set forthherein, each Lender severally agrees to make its portion of a term loan (or pursuantto the immediately succeeding sentence, elects to convert all of such Lender’sTranche C Term Loans into a like portion of a new term loan) (such loans andconversions, collectively, the “Tranche B Term Loan”) to the Borrower on theAmendment No. 4 Effective Date (or on the effective date of any increase in theaggregate Tranche B Term Loan Commitments pursuant to Section 2.01(e), asapplicable) in an amount not to exceed such Lender’s Tranche B Term Loan Commitment.In connection with the making of the Tranche B Term Loan pursuant to theimmediately preceding sentence, any Lenderholding Tranche C Term Loans may elect to fund its Pro Rata Share of theTranche B Term Loan equal to the outstanding principal amount of its Tranche C TermLoans by converting all of the outstanding principal amount of the Tranche C TermLoans of such Lender into a Tranche B Term Loan (each such Tranche C Term Loan thatis to be converted, a “Converted Tranche C Term Loan”). Delivery of acounterpart signature to Amendment No. 4 by a Lender holding Tranche C Term Loans,with no other notice to the Administrative Agent to the contrary, shall be deemed tobe an election by such Lender to fund its Pro Rata Share of the Tranche B Term Loanequal to the outstanding principal amount of its Tranche C Term Loans in the form ofa Converted Tranche C Term Loan. On the Amendment No. 4 Effective Date, theConverted Tranche C Term Loans of all Lenders shall be converted for all purposes ofthis Agreement into Tranche B Term Loans, and the Administrative Agent shall recordin the Register the aggregate amounts of Converted Tranche C Term Loans that havebeen converted into Tranche B Term Loans. Without limitation of Section2.01(e), amounts repaid on the Tranche B Term Loan after the Amendment No. 4Effective Date may not be reborrowed. The Tranche B Term Loan may consist of BaseRate Loans or Eurodollar Rate Loans, as further provided herein; provided,however, unless otherwise agreed by the Administrative Agent and theBorrower, all Borrowings made on the Amendment No. 4
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Effective Date shall be made asBase Rate Loans, and such Borrowings may not be converted into Eurodollar Rate Loansuntil the tenth Business Day following the Amendment No. 4 Effective Date. TheBorrower irrevocably authorizes and directs the Administrative Agent to apply theproceeds of the Tranche B Term Loan to refinance and replace the Tranche C TermLoan.     (c) Tranche A Term Loan. Subject to the terms and conditions set forthherein, each Lender severally agrees to make its portion of a term loan (the“Tranche A Term Loan”) to the Borrower in Dollars on the Amendment No. 3Effective Date (or on the effective date of any increase in the aggregate Tranche ATerm Loan Commitments pursuant to Section 2.01(e), as applicable) in anamount not to exceed such Lender’s Tranche A Term Loan Commitment. Withoutlimitation of Section 2.01(e), amounts repaid on the Tranche A Term Loan maynot be reborrowed. The Tranche A Term Loan may consist of Base Rate Loans orEurodollar Rate Loans, as further provided herein.     (d) Tranche C Term Loan. Subject to the terms and conditions set forthherein, each Lender severally agrees to make its portion of a term loan (the“Tranche C Term Loan”) to the Borrower in Dollars on on the effective dateof any increase in the aggregate Tranche C Term Loan Commitments pursuant toSection 2.01(e) in an amount not to exceed such Lender’s Tranche C Term LoanCommitment. Without limitation of Section 2.01(e), amounts repaid on theTranche C Term Loan after the Amendment No. 4 Effective Date may not be reborrowed.The Tranche C Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, asfurther provided herein.     (e) Increase in Commitments. The Borrower shall have the right, uponat least fifteen (15) Business Days’ prior written notice to the AdministrativeAgent, to increase the Aggregate Revolving Commitments, the aggregate Tranche A TermLoan Commitments, the aggregate Tranche B Term Loan Commitments and/or the aggregateTranche C Term Loan Commitments by up to $200,000,000 in the aggregate for all suchincreases, in one or more increases, at any time and from time to time,subject, however, in any such case, to satisfaction of the followingconditions precedent:     (i) no Default has occurred and is continuing on the date on which suchincrease is to become effective;     (ii) the representations and warranties set forth in Article VIof this Agreement shall be true and correct in all material respects on andas of the date on which such increase is to become effective (except to theextent that such representations and warranties specifically refer to anearlier date, in which case they shall be true and correct in all materialrespects as of such earlier date);     (iii) such increase shall be an integral multiple of $1,000,000 andshall in no event be less than $10,000,000;     (iv) such requested increase shall only be effective upon receipt bythe Administrative Agent of (A) additional commitments in a correspondingamount of such requested increase from either existing Lenders and/or one ormore other institutions that qualify as an Eligible Assignee (it beingunderstood and agreed that no existing Lender shall be required to providean additional commitment), (B) documentation from each institution providingan additional commitment evidencing their commitment and their obligationsunder this Agreement in form and substance acceptable to the AdministrativeAgent and (C)
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in the case of an increase in the Tranche C Term LoanCommitments at such time when there are no Tranche C Term Loans outstanding,an agreement among the Borrower and the Lenders and other institutionsproviding the additional Tranche C Term Loan Commitments, in form andsubstance acceptable to the Administrative Agent, as to the principalamortization payments and Applicable Rates applicable to the Tranche C TermLoans, which agreement shall be deemed to amend Section 2.07(e) andthe definition of Applicable Rate;     (v) the Administrative Agent shall have received all documents(including resolutions of the board of directors of the Borrower andopinions of counsel to the Borrower) it may reasonably request relating tothe corporate or other necessary authority for such increase in theAggregate Revolving Commitments, the aggregate Tranche A Term LoanCommitments, the aggregate Tranche B Term Loan Commitments and/or theaggregate Tranche C Term Loan Commitments, and any other matters relevantthereto, all in form and substance reasonably satisfactory to theAdministrative Agent; and     (vi) if the reallocation, if any, of outstanding Loans among theLenders in connection with such increase results in the prepayment ofEurodollar Rate Loans on a day which is not the last day of an InterestPeriod with respect thereto, the Borrower shall have paid to each affectedLender such amounts, if any, as may be required pursuant to Section3.05.     (f) (i) Upon the effectiveness of any increase in the Aggregate RevolvingCommitments, the aggregate Tranche A Term Loan Commitments, the aggregate Tranche BTerm Loan Commitments and/or the aggregate Tranche C Term Loan Commitments, asapplicable, pursuant to subsection (e) above, (A) the applicable Pro Rata Shares ofthe Lenders shall be automatically adjusted to give effect to such increase,provided that the amount of each Lender’s Commitments (other than a Lenderwhose Commitments shall have been increased in connection with such increase) shallremain unchanged and (B) the Borrower, the Administrative Agent and the Lenders willuse allcommercially reasonable efforts to assign and assume outstanding Loans of theaffected category to conform the respective amounts thereof held by each Lender tothe Pro Rata Shares as so adjusted, it being understood that the parties heretoshall use commercially reasonable efforts to avoid prepayment or assignment of anyaffected Loan that is a Eurodollar Rate Loan on a day other than the last day of theInterest Period applicable thereto and (ii) in the case of an increase in theaggregate Tranche A Term Loan Commitments, the aggregate Tranche B Term LoanCommitments or the aggregate Tranche C Term Loan Commitments, as applicable,beginning with the date of the next principal amortization payment, occurring afterthe date of such increase, the amount of each principal amortization payment on theTranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, as applicable,shall be increased by the minimum amount that, when allocated ratably (based onoutstandings) among all of the Lenders holding the Tranche A Term Loans, Tranche BTerm Loans or Tranche C Term Loans, as applicable, immediately after giving effectto such increase in the Tranche A Term Loans, Tranche B Term Loans or Tranche C TermLoans, as applicable, would provide (assuming all other things to be equal) for eachof the Lenders holding the Tranche A Term Loans, Tranche B Term Loans or Tranche CTerm Loans, as applicable, immediately prior to giving effect to such increase inthe Tranche A Term Loans, Tranche B Term Loans or Tranche C Term Loans, asapplicable, to receive in connection with such principal amortization payment anamount at least equal to the amount that such Lender would have received had suchincrease in the aggregate Tranche A Term Loan Commitments, the aggregate Tranche BTerm Loan Commitments or the aggregate
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Tranche C Term Loan Commitments, asapplicable (and the corresponding adjustment to such principal amortization paymentpursuant to this Section 2.01(f)) not taken place; providedthat in the case of an increase in the Tranche C Term Loan Commitmentsoccurring at a time when no Tranche C Term Loans are outstanding, the principalamortization payments of the Tranche C Term Loans shall be as provided in theagreement delivered pursuant to Section 2.01(e)(iv)(C).     (F) Section 2.06(b)(ii)(B) of the Existing Credit Agreement is hereby amendedand restated in its entirety to read as follows:     (B) Concurrently with the prepayment in full of the Tranche C Term Loan on theAmendment No. 4 Effective Date, all Tranche C Term Loan Commitments automaticallyshall be terminated, subject to Section 2.01(e).     (G) Sections 2.07(c), 2.07(d) and 2.07(e) of the ExistingCredit Agreement are hereby amended and restated in their entireties to read as follows:     (c) Tranche B Term Loan. The Borrower shall repay the outstandingprincipal amount of the Tranche B Term Loan in installments on the last Business Dayof each month and in the amounts set forth in the table below (as such installmentsmay hereafter be adjusted as a result of prepayments made pursuant to Section2.05 or as the result of an increase in the amount of the aggregate Tranche BTerm Loan Commitments pursuant to Section 2.01(e)), unless acceleratedsooner pursuant to Section 9.02:       **Principal Amortization** **Payment Dates** **Payment** September, 2005  $368,160 December, 2005  $368,160 March, 2006  $368,160 June, 2006  $368,160 September, 2006  $368,160 December, 2006  $368,160 March, 2007  $368,160 June, 2007  $368,160 September, 2007  $368,160 December, 2007  $368,160 March, 2008  $368,160 June, 2008  $368,160 September, 2008  $368,160 December, 2008  $368,160 March, 2009  $368,160 June, 2009  $368,160 September, 2009  $368,160 December, 2009  $368,160 March, 2010  $35,159,000 June, 2010  $35,159,000 September, 2010  $35,159,000 Maturity Date Remaining Balance    
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     (d) Tranche A Term Loan. The Borrower shall repay the outstandingprincipal amount of the Tranche A Term Loan in installments on the last Business Dayof each month and in the amounts set forth in the table below (as such installmentsmay hereafter be adjusted as a result of prepayments made pursuant to Section2.05 or as the result of an increase in the amount of the aggregate Tranche ATerm Loan Commitments pursuant to Section 2.01(e)), unless acceleratedsooner pursuant to Section 9.02:       **Principal Amortization** **Payment Dates** **Payment** March, 2008  $5,000,000 June, 2008  $5,000,000 September, 2008  $5,000,000 December, 2008  $5,000,000 March, 2009  $7,500,000 June, 2009  $7,500,000 September, 2009  $7,500,000 December, 2009  $7,500,000 March, 2010  $12,500,000 June, 2010  $12,500,000 September, 2010  $12,500,000 Maturity Date Remaining Balance    
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     (e) Tranche C Term Loan. The Borrower shall repay the outstandingprincipal amount of the Tranche C Term Loan in installments on the last Business Dayof each month and in the amounts set forth in the table below (as such installmentsmay hereafter be adjusted as a result of prepayments made pursuant to Section2.05 or as the result of an increase in the amount of the aggregate Tranche CTerm Loan Commitments pursuant to Section 2.01(e)), unless acceleratedsooner pursuant to Section 9.02:     **Principal Amortization****Payment Dates** **Payment**September, 2005 n/aDecember, 2005 n/aMarch, 2006 n/aJune, 2006 n/aSeptember, 2006 n/aDecember, 2006 n/aMarch, 2007 n/aJune, 2007 n/aSeptember, 2007 n/aDecember, 2007 n/aMarch, 2008 n/aJune, 2008 n/aSeptember, 2008 n/aDecember, 2008 n/aMarch, 2009 n/aJune, 2009 n/aSeptember, 2009 n/aDecember, 2009 n/aMarch, 2010 n/aJune, 2010 n/aSeptember, 2010 n/aMaturity Date n/a       (H) Section 4.01 of the Existing Credit Agreement is hereby amended andrestated to read as follows:     Each of the Guarantors hereby jointly and severally guarantees to each Lender,each Affiliate of a Lender that enters into a Swap Contract with the Borrower, andthe Administrative Agent as hereinafter provided, as primary obligor and not assurety, the prompt payment of the Obligations in full when due (whether at statedmaturity, as a mandatory prepayment, by acceleration, as a mandatory cashcollateralization or otherwise) strictly in accordance with the terms thereof. TheGuarantors hereby further agree that if any of the Obligations are not paid in fullwhen due (whether at stated maturity, as a mandatory prepayment, by acceleration, asa mandatory cash collateralization or otherwise), the Guarantors will, jointly andseverally, promptly pay the same, without any demand or notice whatsoever, and thatin the case of any extension of time of payment or renewal of any of theObligations, the same will be promptly paid in full when due (whether at extendedmaturity, as a mandatory prepayment, by acceleration, as a mandatory cashcollateralization or otherwise) in accordance with the terms of such extension orrenewal.
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     Notwithstanding any provision to the contrary contained herein or in any otherof the Loan Documents or Swap Contracts, (a) the obligations of each Guarantor underthis Agreement and the other Loan Documents shall be limited to an aggregate amountequal to the largest amount that would not render such obligations subject toavoidance under the Debtor Relief Laws or any comparable provisions of anyapplicable state law, (b) the liability of Los Angeles Daily News pursuant to thisArticle IV shall be limited to the maximum amount permitted under theGreenco Option Agreement as in effect on the Closing Date and (c) prior to the time,if any, that the California Partnership, TNMP, MNG/Power One Media Holding Company,Inc., the Salt Lake JOA or any of their respective Subsidiaries (including Personswhich become Subsidiaries after the Closing Date pursuant to a Permitted Investment)becomes a Wholly Owned Subsidiary, such Person shall not be required to Guaranteeall or any portion of the Obligations (or enter into a Pledge Agreement).     Upon the contribution of assets by K-T to the New Salt Lake JOA (or aSubsidiary thereof) in accordance with the terms of Section 8.06(b) or thecontribution of all or substantially all of the Capital Stock or assets of LosAngeles Daily News or Long Beach Publishing Company to the California Partnership(or a Subsidiary thereof) in accordance with the terms of Section 8.06(c),the Administrative Agent shall deliver to the Borrower, upon the Borrower’s requestand at the Borrower’s expense, such documentation as is reasonably necessary toevidence the release of the Administrative Agent’s security interest, if any, insuch assets or Capital Stock (including, without limitation, amendments orterminations of UCC financing statements, if any, the return of stock certificates,if any) and the release of K-T, Los Angeles Daily News or Long Beach PublishingCompany, as applicable, from all of its obligations under this Article IVand the Pledge Agreement.     (I) Section 7.05 of the Existing Credit Agreement is hereby amended andrestated to read as follows:     Use the proceeds of the Credit Extensions for general corporate purposes not incontravention of any Law or of any Loan Document.     (J) Section 7.08 of the Existing Credit Agreement is hereby amended andrestated to read as follows:     Except to the extent set forth in Schedule 7.08, cause all of theissued and outstanding Capital Stock owned by each Loan Party in (i) each RestrictedSubsidiary and (ii) to the extent required to be pledged pursuant to Section8.21, each JOA, to be subject at all times to a first priority, perfected Lienin favor of the Administrative Agent pursuant to the terms and conditions of theCollateral Documents, together with opinions of counsel and any filings anddeliveries reasonably necessary in connection therewith to perfect the securityinterests therein, all in form and substance reasonably satisfactory to theAdministrative Agent; provided, however, that the Capital Stock inK-T (and any of its Subsidiaries), the Capital Stock of the California Partnershipand the Capital Stock in JOAs in existence as of the Closing Date (other than theCharleston JOA and the York JOA) shall not be required to be subject at all times toa first priority, perfected Lien in favor of the Administrative Agent as providedabove (i) until the date forty-five (45) days after the Closing Date (or such laterdate as the Administrative Agent shall determine in its reasonable discretion) or(ii) to the extent that the applicable Loan Parties are unable, following theexercise of commercially reasonable efforts, to obtainall necessary consents of their JOA partners (and, in the case of the DenverJOA, Media General) in respect of the granting by such Loan Parties of Liens inrespect of such Capital Stock.
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     (K) Section 8.06(d) of the Existing Credit Agreement is hereby amended andrestated to read as follows:     (d) any other Voluntary Disposition (including pursuant to exercises ofPermitted Options not covered by Section 8.06(e)), so long as no Defaultshall have occurred and be continuing immediately prior or after giving effect tosuch Voluntary Disposition and     (i) such Voluntary Disposition is a sale to any Person for a purchaseprice (at least 75% of which shall be in cash or Cash Equivalents;provided, that the amount of any liabilities (as shown on theBorrower’s or such Restricted Subsidiary’s most recent balance sheet or inthe notes thereto) of the Borrower or any Restricted Subsidiary (other thanliabilities that are by their terms subordinated to the Obligations) thatare assumed by the transferee of any such assets shall be excluded from suchcalculation) in an amount not less than the fair market value of the assetssold net of the liabilities assumed, as determined in the good faithjudgment of the board of directors of the Borrower or the applicableRestricted Subsidiary, and (A) the Cash Flow Percentage attributable to suchassets, together with the Cash Flow Percentage of all other assets sold bythe Borrower and its Restricted Subsidiaries pursuant to this clause (i)within the prior four fiscal quarters of the Borrower, does not exceed 15%and (B) the Cash Flow Percentage attributable to such assets, together withthe Cash Flow Percentage (determined, with respect to prior sales at thetime of each such sale) of all assets sold by the Borrower and itsRestricted Subsidiaries pursuant to this clause (i) since the Closing Datedoes not exceed 30%, and (C) prior to consummating any such VoluntaryDisposition wherein the sale price or the fair market value of the assets ofthe applicable Restricted Subsidiary is greater than $10,000,000, theBorrower shall have furnished to the Administrative Agent (1) a certificateof a Responsible Officer of the Borrower stating that (x) eachrepresentation in Article VI is true and correct in all materialrespects both immediately before and after giving effect to such VoluntaryDisposition (except to the extent that any such representation and warrantyspecifically refers to an earlier date, in which case it was true andcorrect in all material respects as of such earlier date), and (y) noDefault shall have occurred and be continuing both immediately before andafter giving effect to such Voluntary Disposition, and (2) a Pro FormaCompliance Certificate demonstrating that the Borrower would be incompliance with Section 8.19 after giving effect to such VoluntaryDisposition on a Pro Forma Basis as of the most recent fiscal quarter endwith respect to which the Administrative Agent has received the RequiredFinancial Information, or     (ii) such Voluntary Disposition is an exchange, with any Person, ofassets exchanged by the Borrower or applicable Restricted Subsidiarycomprising one or more newspapers or assets or properties utilized in aPermitted Business, or Capital Stock of a Person owning any of theforegoing, for one or more newspapers or assets or properties utilized in aPermitted Business, or Capital Stock of a Person owning any of theforegoing, and of equalor greater value, as determined in the good faith judgment of the boardof directors of the Borrower or the applicable Restricted Subsidiary(provided that, up to 25% of the consideration received by theBorrower or such Restricted Subsidiary in connection with such exchange mayconsist of cash or Cash Equivalents,
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obligations or securities), and priorto consummating any such exchange wherein the fair market value of theassets received in exchange is greater than $10,000,000, the Borrower shallhave furnished to the Administrative Agent (1) a certificate of aResponsible Officer of the Borrower stating that (x) each representation andwarranty in Article VI is true and correct in all material respectsboth immediately before and after giving effect to such VoluntaryDisposition (except to the extent that any such representation and warrantyspecifically refers to an earlier date, in which case it was true andcorrect in all material respects as of such earlier date), (y) no Defaultshall have occurred and be continuing both immediately before and aftergiving effect to such Voluntary Disposition and (z) the value of the assetsreceived by the Borrower or applicable Restricted Subsidiary in suchexchange is not less than the fair market value of the assets disposed bythe Borrower or such Restricted Subsidiary in such exchange, and (2) a ProForma Compliance Certificate demonstrating that the Borrower would be incompliance with Section 8.19 after giving effect to such VoluntaryDisposition on a Pro Forma Basis as of the most recent fiscal quarter endwith respect to which the Administrative Agent has received the RequiredFinancial Information; and     (L) Section 8.08 of the Existing Credit Agreement is hereby amended andrestated to read as follows:     File a consolidated, combined, unitary or similar group tax return with anyother Person other than, in the case of the Borrower, a Consolidated Tax Subsidiaryand, in the case of any such Subsidiary, the Borrower or a Consolidated TaxSubsidiary.     (M) Section 8.10 of the Existing Credit Agreement is hereby amended andrestated to read as follows:     Effect any transaction (or series of related transactions) (each a“Transaction”) with any Affiliate of the Borrower, including, withoutlimitation, any sale, purchase, lease or loan or any other direct or indirectpayment, transfer or other disposition of assets, property or services, unless suchTransaction is on terms no less favorable to the Borrower or the applicableRestricted Subsidiary, as the case may be, than those that could be obtained in acomparable arm’s-length transaction with an independent third party except for (A)any Transaction (i) between Loan Parties (other than a transaction involving aLimited Guarantor) or (ii) between Restricted Subsidiaries of the Borrower that arenot Loan Parties, (B) Permitted Investments, (C) Restricted Payments not prohibitedby Section 8.04, (D) payments to MediaNews Services, Inc. for payroll andbenefits and for up to $3,500,000 per year in reimbursement of other actual cashexpenses paid by MediaNews Services, Inc. relating to the operation of the Borrowerand its Restricted Subsidiaries (or incurred on behalf of the Borrower and itsRestricted Subsidiaries), (E) employment agreements, employee benefits, insurance(including directors and officers insurance) and compensation, including, withoutlimitation, bonuses, retirement plans, equity plans, directors fees and stockoptions, paid to or established for directors and officers of the Borrower or anyRestricted Subsidiary in the ordinary course of business and approved by the boardof directors (or any committeethereof) of the Borrower, (F) any Transaction to the extent that theconsideration paid by the Borrower or any Restricted Subsidiary in such Transactionis shares of the Borrower’s Capital Stock and (G) Transactions pursuant to anycontract or agreement in effect on the Closing Date and identified on Schedule8.10, as the same may be amended, modified or replaced from time to time, solong as any such contract or agreement as so amended,
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modified or replaced is, takenas a whole, no less favorable in any material respect to the Borrower and itsRestricted Subsidiaries or to the Lenders than the contract or agreement as ineffect on the Closing Date.     (N) Section 8.16 of the Existing Credit Agreement is hereby amended andrestated to read as follows:     8.16 [Intentionally Omitted].     (O) Section 8.18 of the Existing Credit Agreement is hereby amended andrestated to read as follows:     8.18 [Intentionally Omitted].     (P) Section 8.22(a) of the Existing Credit Agreement is hereby amended andrestated to read as follows:     (a) In respect of Limited Guarantors, Restricted Subsidiaries that are notGuarantors and JOAs, (i) permit (A) the aggregate outstanding amount of allIndebtedness of such Persons required to be consolidated with the Borrower and itsRestricted Subsidiaries in accordance with Section 1.03(d) (excluding theDenver Printer Debt, Indebtedness in respect of the Denver Synthetic Lease or theSalt Lake Printer Lease and any Intercompany Debt) to exceed $75,000,000 or (B) theaggregate outstanding amount of all Indebtedness attributable to any one of suchPerson and which is required to be consolidated with the Borrower and its RestrictedSubsidiaries in accordance with Section 1.03(d) (excluding the DenverPrinter Debt, Indebtedness in respect of the Denver Synthetic Lease, the Salt LakePrinter Lease and any Intercompany Debt) to exceed $50,000,000, or (ii) permit toexist, at any time, any consensual restriction limiting the ability (whether bycovenant, event of default, subordination or otherwise) of any such Person to (A)pay dividends or make any other distributions on shares of its Capital Stock or (B)pay any obligation owed to the Borrower or any Restricted Subsidiary or (C) createany Lien in favor of the Administrative Agent upon its property or assets whethernow owned or hereafter acquired or upon any income or profits therefrom, except thatthis clause (ii) shall not apply to (1) any covenant or restriction contained in anyContract evidencing or providing for the creation of or concerning Indebtedness ofany such Person permitted to be outstanding hereunder and limiting the ability ofsuch Person (x) to pay dividends or make any other distributions on shares of itsCapital Stock during the existence of any default or event of default with respectto such Indebtedness, (y) to pay any obligation owed to the Borrower or anyRestricted Subsidiary during the existence of any default or event of default withrespect to such Indebtedness or (z) to create any Lien upon its property or assetswhether now owned or hereafter acquired or upon any income or profits therefrom or(2) to restrictions of the kinds described in the definitions of “Permitted Liens”or “Permitted Restrictive Covenants” set forth in Section 1.01 or describedin Schedule 8.22.     (Q) Schedule 2.01 of the Existing Credit Agreement is hereby amended andreplaced with Schedule 2.01 attached hereto.     (R) Schedule 2.01A of the Existing Credit Agreement is hereby amended andreplaced with Schedule 2.01A attached hereto.
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     2. Conditions Precedent. This Amendment shall become effective as of the date hereofupon satisfaction of the following conditions precedent.     (A) Counterparts of Amendment. The Administrative Agent shall have receivedcounterparts of this Amendment, which collectively shall have been duly executed on behalfof each of the Borrower, the Guarantors, the Required Lenders, each Revolving Lender, eachLender holding outstanding Tranche A Term Loans and each Lender having a Tranche B Term LoanCommitment (as shown on Schedule 2.01 as amended hereby).     (B) Authority Documents and Opinions. The Administrative Agent shall havereceived (i) copies of resolutions of the board of directors (or comparable governingauthority) of each of the Loan Parties approving and adopting the Amendment and authorizingexecution and delivery thereof, certified by a secretary or assistant secretary of suchLoan Party to be true and correct and in force and effect as of the date hereof and (ii) awritten opinion of legal counsel for the Loan Parties, dated as of the date hereof, in formand substance reasonably satisfactory to the Administrative Agent.     (C) Repayment of Tranche C Term Loans. Simultaneously with the effectivenessof this Amendment, the Borrower shall repay the outstanding Tranche C Term Loans plusaccrued and unpaid interest thereon.     (D) Amendment Fees. The Borrower shall have paid to the Administrative Agent,for the account of each Lender executing this Amendment, a fee equal to 0.05% of suchLender’s Commitments (calculated after giving effect to this Amendment).     (E) Payment of Other Fees and Expenses. The Borrower shall have paid all otherfees required to be paid to BAS in connection with this Amendment and all Attorney Costs ofthe Administrative Agent to the extent invoiced prior to or on the date hereof.     3. Representations and Warranties. The Borrower hereby represents and warrants to theAdministrative Agent and the Lenders that, after giving effect to this Amendment, (a) therepresentations and warranties set forth in Article VI of the Credit Agreement are, subjectto the limitations set forth therein, true and correct in all material respects as of the datehereof (except for those which expressly relate to an earlier date) and (b) no Default or Event ofDefault exists under the Credit Agreement or any of the other Loan Documents.     4. Reaffirmation of Obligations. Each Loan Party hereby ratifies the Credit Agreementand acknowledges and reaffirms (a) that it is bound by all terms of the Credit Agreement applicableto it and (b) that it is responsible for the observance and full performance of its respectiveObligations. Without limiting the generality of the foregoing sentence, each of the Guarantorshereby (a) jointly and severally reaffirms and ratifies its guaranty of the Obligations pursuant toArticle IV of the Credit Agreement, and (b) jointly and severally reaffirms and ratifiesall agreements set forth in such Collateral Documents securing such guaranty, all of which shall inall respects remain in full force and effect and shall continue to guarantee and secure any and allof the Obligations, whether now existing or hereafter arising, on the same terms and conditions asare now set forth in such Collateral Documents.     5. References in Other Loan Documents. At such time as this Amendment shall becomeeffective pursuant to the terms of Section 2 above, all references in the Credit Documents to the“Credit Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment.     6. Counterparts/Telecopy. This Amendment may be executed by the parties hereto inseveral counterparts, each of which shall be deemed to be an original and all of which shallconstitute
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together but one and the same agreement. This Amendment may be transmitted and/orsigned by facsimile. The effectiveness of any such documents and signatures shall, subject toapplicable Law, have the same force and effect as manually signed originals and shall be binding onall Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may alsorequire that any such documents and signatures be confirmed by a manually signed original thereof;provided, however, that the failure to request or deliver the same shall not limitthe effectiveness of any facsimile document or signature.     7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER ANDGOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.     8. Successors and Assigns. This Amendment shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.     9. Lender Acknowledgement. Each Person who executes this Amendment as a “Lender” butwas not a Lender prior to the date hereof, by execution of this Amendment and upon the satisfactionof the conditions precedent set forth in Section 2 of this Amendment, (i) shall become a Lender asof the date hereof, (ii) acknowledges and confirms its respective Commitment(s) as set forth onSchedule 2.01 and/or Schedule 2.01A to the Credit Agreement, each as amended hereby, and (iii)agrees and that it shall be bound by the provisions of the Credit Agreement as a Lender thereunderand, to the extent of its Commitment, shall have all of the rights and obligations of a Lenderthereunder. Each Person that executes this Amendment as a Lender that was a Lender prior to thedate hereof, by execution of this Amendment and upon the satisfaction of the conditions precedentset forth in Section 2 of this Amendment, hereby (i) acknowledges and confirms its respectiveCommitment(s) as set forth on Schedule 2.01 and/or Schedule 2.01A to the CreditAgreement, each as amended hereby, and (ii) acknowledges and agrees that such Commitment(s) replaceits existing Commitment(s) under the Existing Credit Agreement. In addition, each Lender furtheragrees to assign and assume outstanding Commitments and Loans as is necessary to give effect tosuch amended Schedules (such transactions shall be deemed to be done in accordance with andpursuant to Section 11.07(b) of the Credit Agreement).
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     IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have causedthis 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 PRODUCTION FACILITIES, INC.,  a Delaware corporation  EASTERN COLORADO PUBLISHING COMPANY,  a Delaware corporation  FITCHBURG INTERNET MEDIA PUBLISHING COMPANY, INC.,  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  NEW MEXICO-TEXAS MEDIANEWS GROUP  INTERACTIVE, INC.,  a Delaware corporation  NEW MEXICO-TEXAS MEDIANEWS LLC,  a Delaware limited liability company  NIMITZ PAPER COMPANY,  a Delaware corporation  NORTHWEST NEW MEXICO PUBLISHING COMPANY,  a Delaware corporation  PENNSYLVANIA NEWSPAPERS PUBLISHING, INC.,  a Delaware corporation  RATE WATCH, INC.,  a Delaware corporation  UTAH MEDIA, INC.,  a Delaware corporation  WEST COAST MEDIANEWS LLC,  a Delaware limited liability company  YORK NEWSPAPERS HOLDINGS, L.P.,  a Delaware limited partnership,       By: Pennsylvania Newspapers Publishing, Inc.    Managing General Partner     YORK NEWSPAPERS HOLDINGS, LLC,  a Delaware limited liability company  YORK DISPATCH LLC,  a Delaware limited liability company  YORK DAILY RECORD-YORK SUNDAY NEWS LLC,  a Delaware limited liability company       By:         Name: Ronald A. Mayo  Title: Vice President and Chief Financial Officer
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     THE YORK NEWSPAPER COMPANY,  a Pennsylvania general partnership,         By: York Newspapers Holdings, L.P.    Managing General Partner           By: Pennsylvania Newspapers Publishing, Inc.,      Managing General Partner           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:  
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