Exhibit 10.15 EXECUTION VERSION**AMENDMENT AND RESTATEMENT OF AGREEMENT**     This document entered into as of the 1st day of July 2006 constitutes an amendmentof the Agreement dated August 12, 1952 between Salt Lake Tribune Publishing Company, a WestVirginia corporation, and Deseret News Publishing Company, a Utah corporation, as amended by acertain Amendment Agreement dated June 1, 1982 entered into between **Kearns-Tribune Corporation**, aUtah corporation (successor to Salt Lake Tribune Publishing Company) and **Deseret News PublishingCompany**, a Utah corporation, and made effective January 1, 1983 and as further amended and restatedby an Amendment and Restatement of Agreement dated as of January 1, 2001 (the “2001 JOA”). Thisdocument also constitutes a restatement of the 2001 JOA, as herein amended, and is intended by theparties to define their current agreement, into which all prior agreements, amendments,understandings and interpretations related hereto are hereby merged and herein subsumed.**Parties**     The parties to this Amendment and Restatement of Agreement (herein “Agreement”) are:     A. **Kearns-Tribune, LLC.**, a Delaware limited liability company (herein “K-T, LLC”), thesuccessor by mergers and otherwise to Kearns-Tribune Corporation, thereby succeeding to ownershipof ***The Salt Lake Tribune***, a daily newspaper. All of the member interests in K-T, LLC are owned byMediaNews Group, Inc., a Delaware corporation (herein “MNG”); and     B. **Deseret News Publishing Company**, a Utah corporation (herein “DNPC”), which owns andpublishes the ***Deseret Morning News***, a daily newspaper.

 

2**Recitals**     The parties hereto and their predecessors have since 1952, and continuing until theirexecution of this July 1, 2006 Amendment and Restatement of this Agreement, been engaged in a jointnewspaper operating arrangement for the purpose of providing, for the benefit of both parties andof the public they serve, an economical, efficient and practical method of printing anddistributing daily newspapers, primarily in the State of Utah, through a common agency formerlyknown as the Newspaper Agency Corporation, a Utah corporation created for that purpose, which hasrecently been renamed as NAC, Inc. Each of the parties owns fifty (50) shares of the capital stockof NAC, Inc., comprising all of the outstanding shares of that corporation.     The parties have jointly caused to be formed the Newspaper Agency Company, LLC, a Utah limitedliability company (“NAC”), and have by this Amendment and Restatement of Agreement jointly engagedthe NAC hereinafter to carry out various responsibilities regarding their joint newspaper operatingarrangement, in lieu of having these responsibilities continue to be carried out by the NewspaperAgency Corporation.     Since the parties entered into the 1952 Agreement, the Congress of the United States declaredin the Newspaper Preservation Act of 1970, Publ. L. 910353, 84 Stat. 467, Title 15, Chapter 43,U.S.C.A. (the “Newspaper Preservation Act”) that it is in the public interest to maintainnewspapers editorially and reportorially independent and competitive and to preserve thepublication of newspapers where a joint newspaper operating arrangement has been entered into undercircumstances of economic distress as experienced by the parties at the time the 1952 Agreement wasentered into.     The parties believe that (a) the policy of the United States has confirmed the wisdom of theparties in entering into the 1952 Agreement, under which the advantages of such joint

 

3newspaper operating arrangement and common agency have been enjoyed by the public and theparties hereto, (b) the newspapers published by the respective parties have continued to maintaintheir separate identities and the parties hereto have continued to retain direct and immediatecontrol of their respective editorial and news departments, (c) there has not been any merger,combination or amalgamation of editorial or reportorial staffs, and (d) editorial policies havebeen independently determined and expressed.     Certain clarifications concerning interpretation of the 2001 JOA, and certain amendmentsthereto, are mutually desired by the parties, and a full restatement of the agreements into onedocument will facilitate their understanding and administration.     The parties, believing it is desirable both from their standpoint and in the interest of thepublic that such amendments, clarifications and restatement be made and the benefits thereof beprovided and continued, therefore desire to amend, renew and restate their agreements as set forthherein.     NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) in hand paid by each of theparties to the other, and the promises, covenants and agreements hereinafter set forth, theparties, based upon mutual trust and confidence in each other, agree to and hereby amend, renew andrestate the 2001 JOA, and further agree as follows:

 

4**Preamble**     The parties hereto declare and reaffirm as the principal objective of this Agreement theirjoint and several commitment to the survival and success of both the ***Deseret Morning News***and ***TheSalt Lake Tribune***as independent editorial voices, with the ultimate goal for each newspaper ofachieving optimal household penetration and maximizing the circulation of each newspaper, whileallowing both newspapers to reap the financial benefits and economies from the able management of ajoint operating system.     To achieve these objectives, and for the purpose of serving the operational needs andobjectives of both newspapers, the parties originally created Newspaper Agency Corporation and havenow created the NAC as their joint agent under this Agreement.     All provisions of this Agreement, separately and cumulatively, and notwithstanding any otherinference that may be drawn from its wording, shall be interpreted and applied in a mannerconsistent with the objectives and purposes set forth in this Preamble.     1. **Effective Date —**This Joint Operating Agreement was entered into initially on August 12,1952, has been amended by an Amendment Agreement dated June 1, 1982, which had an effective date ofJanuary 1, 1983 and has been further amended by an Amendment and Restatement of Agreement dated asof January 1, 2001. All modifications thereof as set forth in this Agreement shall becomeeffective as of July 1, 2006.     2. **The NAC —**DNPC and K-T, LLC have caused the NAC to be created pursuant to the laws of theState of Utah for the purposes set forth in its Articles of Organization. The NAC shall performvarious functions which the Newspaper Agency Corporation has heretofore provided to both newspapersunder the 2001 JOA.

 

5     2.01 **Ownership of the NAC —**The membership interests of the NAC are owned 42% by DNPC and 58%by K-T, LLC, its two members (the “Members”). The parties hereto shall cause the operations of theNAC to continue and shall not assign, sell, transfer, mortgage, pledge or otherwise dispose oftheir membership interests in the NAC, nor voluntarily permit alienation of any interest therein byany means, including a sale or merger involving the owning entity, during the term of thisAgreement or any renewal or extension thereof, without written approval of the other party;provided however, that such restriction shall not limit the right of the owning entity of eitherparty to pledge, and/or otherwise grant security interests in stock or equity interests of suchowning entity to secure any indebtedness now or hereafter incurred by either party nor shall suchrestrictions in any manner affect the enforcement of such security interests. Such restrictionshall be printed on the face of any certificates evidencing the membership interests of the partiesin the NAC which may heretofore or hereafter be issued or reissued, and shall be strictly enforced.     2.02 **Management Committee —**The Management Committee of the NAC shall govern the NAC and shallexercise all of the usual and customary duties of managers. The Management Committee of the NACshall consist of four (4) persons who shall be elected at each annual meeting of the Members (anannual meeting shall be held simultaneously with the execution of this Agreement, and, subsequentthereto, shall be held on the second Monday of each December commencing in 2006, at the offices ofthe NAC, unless the Management Committee shall determine otherwise) to serve until the next annualmeeting of the Members and until their successors are elected in their stead. Two (2) members ofthe four-member Management Committee shall be the Chairman and the President of DNPC (unless oneperson shall simultaneously hold both offices of DNPC, in which case the two DNPC Management

 

6Committee members shall be the Chairman of DNPC and such other senior officer of DNPC as theChairman of DNPC shall designate) and the other two (2) members shall be the Chairman and thePresident of K-T, LLC (unless one person shall simultaneously hold both offices of K-T, LLC, inwhich case the two K-T, LLC Management Committee members shall be the Chairman of K-T, LLC and suchother senior officer of K-T, LLC as the Chairman of K-T, LLC shall designate). The parties agreeto vote their membership interests in the NAC to elect the Management Committee members sospecified. The parties further agree that at the first annual meeting of Members following theeffective date of this Amendment and Restatement and at each annual Members meeting thereafter heldto elect Management Committee members, this same procedure for electing Management Committeemembers shall be followed.     If the four-member Management Committee shall become deadlocked with respect to any matter tobe acted upon by it, and if after negotiating reasonably and in good faith for a period of not morethan five (5) business days (or such longer period as the parties may mutually agree upon) theparties are unable to resolve such deadlock, the President of the NAC shall be empowered to breaksuch deadlock, provided such deadlock does not relate to a Reserved Matter (as hereinafterdefined). If the President is called upon to break such a deadlock, he or she shall be bound toapply all the provisions of this Agreement and shall specifically be bound by its Preamble. Ifsuch deadlock relates to a Reserved Matter, such deadlock shall be resolved in the manner specifiedin Section 26 hereof.     For the purposes of this Agreement, Reserved Matters shall include the exercise of anymaterial right of either or both of the parties including but not limited to: (a) declaring orotherwise causing a distribution to either party of any of the earnings or other assets of the NAC,except as otherwise expressly provided in this Agreement; (b) approving or amending the NAC’s

 

7Annual Plan (as hereinafter defined); (c) changing the financial accounting or tax principlesutilized by the NAC, except as otherwise required by law or governmental authority; (d) committingor causing the NAC to make aggregate capital expenditures in any fiscal year exceeding by $250,000such amounts as are specified therefor in the capital budget section of the then applicable NACAnnual Plan; (e) except in the ordinary course of the NAC’s business, committing or causing NAC toenter into any contract or transaction requiring annual expenditures by the NAC exceeding by$250,000 or more such amounts as are specified therefor in the operations budget section of thethen applicable NAC Annual Plan; (f) employing the services of, or entering into any transactionwith, either party, or any affiliate thereof, directly or indirectly, except upon standardcommercial terms; (g) lending or contributing to the capital of any other person any funds of theNAC, except for trade accounts receivable and/or customary employee advances; (h) unless specifiedor authorized in the then applicable NAC Annual Plan, encumbering any assets of the NAC, borrowingany funds, or entering into any equipment leases or purchase money financings in excess of anaggregate amount of $250,000 per fiscal year; (i) instituting any bankruptcy or insolvencyproceeding or assigning any assets of the NAC for the benefit of its creditors; (j) instituting,settling, or compromising any lawsuit or claim on behalf of the NAC where the amount in controversyexceeds $250,000; and (k) any matter requiring interpretation or construction of any provision ofthis Agreement or the intended meaning or application thereof, or any matter having substantialfinancial impact upon one or both parties hereto or upon their rights to participate in mattersrelating to the governance of the NAC.     The NAC Annual Plan shall consist of an (a) operating budget section and (b) a capital budgetsection. The NAC’s Annual Plan shall be approved annually by the Management Committee concurrentlywith each annual Members meeting, inclusive of the annual meeting to

 

8be held concurrently with the execution of this Agreement, or as soon thereafter as may bepractical. If a vacancy occurs in the Management Committee, the nomination for replacement shallbe made by the party hereto which nominated the person whose position is to be filled, followingthe same procedure outlined above in this Section 2.2. If necessary, the parties agree that theywill immediately call a special meeting of the Members for the purpose of electing, in accordancewith the procedure herein set forth for the election of members of the Management Committee atmeetings of the Members, a Management Committee member to fill such vacancy or to remove orre-elect any or all members of the Management Committee, as they may mutually choose.     2.03 **Chairman and Vice-Chairman of NAC Management Committee —**The Management Committee shallhave a Chairman and a Vice-Chairman. The Chairman shall preside over and conduct meetings of theManagement Committee. If the Chairman is not present at a meeting of the Management Committee, oris present and so directs, the Vice-Chairman shall preside over and conduct meetings of theManagement Committee. The Vice-Chairman shall automatically succeed to all duties of the Chairmanin the event of the Chairman’s unavailability or disability, until another Chairman is dulyappointed.     William Dean Singleton, who has been appointed by K-T, LLC, is the Chairman, and he personallyshall be permitted to serve in such capacity so long as he desires and is ready, willing and ableso to serve. DNPC shall have the right to appoint the Chairman for the four (4) year periodcommencing on the date on which William Dean Singleton no longer serves as Chairman. Thereafter,K-T, LLC shall have the right to appoint the Chairman for the ensuing four (4) years, whereupon theright to appoint the Chairman shall revert to DNPC and shall alternate with K-T,

 

9LLC for ensuing four year terms. During the time a Chairman serves, the right to appoint theVice-Chairman shall be exercised by the party hereto that did not appoint the Chairman.     2.04 **NAC Officers —**The officers of the NAC shall consist of a President, a Vice-President, aSecretary and a Treasurer. Upon the execution of this Agreement and in connection with eachsubsequent annual meeting of the Members of the NAC, the President of the NAC shall be selected asfollows: K-T, LLC shall recommend to the Management Committee, for its approval or rejection, inits absolute discretion, K-T, LLC’s preferred candidate for President of the NAC. If suchcandidate is rejected by the Management Committee, K-T, LLC shall then recommend a second preferredcandidate for President, which the Management Committee may again approve or reject in its absolutediscretion. If either of the foregoing candidates proposed by K-T, LLC is approved by theManagement Committee, such candidate shall serve as President until the next annual meeting ofNAC’s Members, unless sooner removed as hereinafter provided. If both such candidates are rejectedby the Management Committee, K-T, LLC shall thereupon be solely empowered to designate the personwho shall then serve as President (which person shall be someone who the Management Committee hasnot previously declined to approve as President), which person shall then serve as President untilthe next annual meeting of the Members, or until sooner removed as hereinafter provided.     Any person selected to serve as President of the NAC in accordance with the foregoingprocedures shall at any time during his or her term as President be subject to removal, with orwithout cause, upon the affirmative vote of two or more members of the Management Committee. Uponthe removal of any person as President, K-T, LLC and the Management Committee shall promptlycommence to select a successor President, in accordance with the same selection procedureshereinbefore set forth.

 

10     The President shall report directly to the Management Committee, and upon being selected asPresident shall recommend to the Management Committee the persons to serve as Vice-President,Secretary and Treasurer, whose appointments and the terms and conditions thereof shall bedetermined by the Management Committee. No person appointed as an Officer of the NAC shall haveseparate connections with or loyalties to the ***Deseret Morning News***or ***The Salt Lake Tribune***unlessotherwise mutually approved by DNPC and K-T, LLC, which approval may be withdrawn at anytime. ThePresident shall operate the NAC fairly with equal treatment for both newspapers. Except to theextent otherwise herein provided, the powers and duties of the President, Vice-President, Secretaryand Treasurer shall be as agreed to by DNPC and K-T, LLC from time to time. As approved by the NACManagement Committee, other persons may be given the working title of Vice President without suchpersons becoming officers of the NAC.     2.05 **Duties of President and Other Officers —**The President shall conduct the normal businessof the NAC pursuant to the terms of this Agreement as a stand-alone venture of the owners. Subjectto legal and contractual obligations, the President shall select qualified managers, executives andpersonnel, and shall supervise the facilities and equipment used by the NAC, its operating systemsand procedures, with respect to advertising, circulation, production, finance and personnel, andshall fulfill these duties in accordance with NAC’s applicable Annual Plan. The President and theother officers of the NAC shall at all times act independently and disinterestedly as between DNPCand K-T, LLC and in the best interest of the NAC, consistent with the Preamble to this Agreement.All compensation to the President shall be determined by the Management Committee and paidexclusively by the NAC. The President shall report

 

11directly to the Management Committee of the NAC and shall manage the business and affairs ofthe NAC under the direction and authority of its Management Committee.     2.06 **NAC Executive Committee —**The Executive Committee of the NAC shall be comprised of thePresident of the NAC, one member of the Management Committee designated by K-T, LLC and one memberof the Management Committee designated by DNPC. The Executive Committee shall have the right,under chairmanship of the President, to oversee the operations and performance of the NAC inaccordance with guidelines established by the Management Committee, to take emergency action asrequired, and to propose to the Management Committee policies and other matters on which ManagementCommittee action is appropriately required. The Executive Committee shall meet weekly or as oftenas necessary, in person or by telephone, unless otherwise directed by the NAC Management Committee.If one or more members of the Executive Committee shall be unable to attend an Executive Committeemeeting, he or she may designate someone, upon notice to the other members, to attend in his or herstead.     3. **Publishing Schedules —**The ***Deseret Morning News***currently publishes morning editions Mondaythrough Sunday between 7 p.m. and 7 a.m.. Currently, the Saturday publication carries the presenttabloid LDS Church News Section, which the ***Deseret Morning News***may elect to publish weekly on anyday it may select. ***The Salt Lake Tribune***currently publishes morning editions Monday throughSunday between 7 p.m. and 7 a.m.     Whenever the ***Deseret Morning News***and the ***Tribune***are printed in the same time frame, newsdeadlines and printing times shall be determined in a manner fair to both newspapers, anddistribution and delivery of both papers shall be accomplished by the NAC through joint use oftrucks and carriers wherever practical.

 

12     In satisfaction of DNPC’s obligations under the 2001 JOA to purchase and/or own an additionalpress and/or other directly related capital equipment which may initially have been required toaccommodate the entry of the ***Deseret Morning News***into the morning field of publication, the DNPChas prior to the parties’ execution of this Amendment and Restatement of Agreement purchased, atits sole expense, one TKS Color-Top 5000 printing press and certain related press drive and centralsystem equipment and computer software (collectively, a “TKS Press”) and has also purchased at itssole expense a 33.33 percent interest in a Newsgrip-A Conveyor System, all of which equipmentconcurrently with the parties’ execution of this Amendment and Restatement of Agreement, has beenleased by DNPC to NAC pursuant to two separate leases between DNPC and NAC, both dated as of July1, 2006 (the “DNPC Press and Conveyor System Leases”). Although such leases provide for the NAC topay a fair market value rental for its use of that equipment, as required by Section 7 hereof, theparties hereby agree that for the term of such leases and any renewal thereof, there shall be aspecial allocation of income made and paid to K-T, LLC monthly in an amount equal to 138% of themonthly rent paid by NAC to DNPC pursuant to such leases. This special allocation of income shallbe paid concurrently with the monthly distribution pursuant to Section 4 hereof.     4. **Division of Earnings and Losses**Subject to the special allocation provided for at the endof Section 3 hereof, NAC shall apportion to DNPC and K-T, LLC, in percentages hereinafter setforth, the net income or the net loss of its agency operations hereunder. Each month all receiptsand income collected from its newspaper operations as herein provided (except for One-sidedAdvertising as hereafter set forth), after said special allocation and the payment of operatingexpenses and other proper expenditures, and retaining such part of said net income as mayreasonably be required as working capital for its near-term future operations as

 

13recommended by the President and approved by the Management Committee , shall be distributedto the parties hereto in percentages as follows: fifty-eight percent (58%) to K-T, LLC andforty-two percent (42%) to DNPC. Where one of the newspapers determines as a matter of editorialpolicy not to carry certain classifications of advertising or certain particular advertisements,all receipts and income collected from such advertising (hereinafter “One-sided Advertising”) shallbe distributed to the party in whose newspaper the advertisements are run, after payment of relatedoperating expenses as measured by the NAC’s production costs; provided, however that if advertisingis in fact carried in a newspaper, the newspaper carrying such advertising shall be entitled toparticipate in the revenues derived therefrom regardless of whether it has a general policy ofrefusing the advertising in question.     Charges to either party for Extra Editorial Pages (as defined in Section 6.05 hereof), forOne-sided Advertising and/or for promotional advertising space which promotes only the ***DeseretMorning News***or only the ***Tribune***, or which seeks to build community goodwill or to promotecharities, community groups or activities solely supported by only one of the parties, shall bebased upon the NAC’s actual incremental costs of material and labor therefor, as reflected in theoperating budget sections of the applicable NAC Annual Plan. Such costs shall be subject to aquarterly adjustment to reflect fluctuations in actual newsprint or other costs from the estimatednewsprint costs and other estimated costs reflected in the applicable NAC Annual Plan.     Notwithstanding the foregoing, the Management Committee of the NAC from time to time shallestablish a schedule for production of each of the daily newspapers which imposes reasonable dutieson each of the parties to cooperate in meeting page flow, press starts and other productiondeadlines. If for any reason DNPC or K-T, LLC fails to adhere to said schedule

 

14within designated tolerances, such failing party may be assessed a late charge according to aschedule of production costs computed using the NAC’s accounting methods. Such charge shall besubject to approval by the NAC Management Committee.     5. **Limitations on Activities —**Neither party shall engage in any activity which, in theopinion of counsel satisfactory to both of them, would jeopardize the exemption of this Agreementand the parties’ joint operating arrangement under the Newspaper Preservation Act.     Neither party shall have the right to utilize the services or facilities of the NAC for anyother newspaper publication published by either party without the prior written consent of theother party, and without the entire cost of such services and/or facilities being allocated to theparty utilizing them.     Except as provided in this Agreement, neither party hereto shall publish any newspaper in theState of Utah so long as this Agreement shall remain in force, except as a given area shall bedesignated in writing by one party to this Agreement as being outside the then existing primary andsecondary market areas of either newspaper (i.e., the Newspaper Designated Market and RetailTrading Zone, as defined by the Audit Bureau of Circulation) and the other party does not object inwriting within sixty (60) days from the receipt of such designation. No such objection shall bemade unreasonably, and such objections must be based on the following criteria: the NAC’s marketpenetration in the designated area, such area’s importance to the NAC’s advertisers, and all othercriteria then relevant to a proper determination that such an objection constitutes a necessary andancillary restraint to this Agreement under the antitrust laws. The restrictions hereinbefore setforth shall not, however, apply (a) to the *Park Record*or any other newspaper now published inSummit County, Utah by the *Park Record*, its owner, Utah Media, Inc., a Delaware corporation, or itssuccessors in interest (“UMI”), or (b) any newspaper or other

 

15publication now or hereafter published by any entity, of which less than fifty percent (50%)of the stock or other equity is owned by William Dean Singleton, his family and/or trusts for theirbenefit.     DNPC may, on its own, use the NAC services and facilities to publish for distribution outsidethe State of Utah (or elsewhere outside the primary market area when designated without objectionpursuant to this paragraph) a national or international edition or section of the ***Deseret MorningNews***. This edition or section may contain advertising at rates and with guidelines and advertisingand editorial ratios as may be determined by DNPC’s management. DNPC shall pay to the NAC theactual amount of increased out-of-pocket costs actually incurred for this special edition and shallreceive the revenues for advertising published in said national or international edition fordistribution outside the state of Utah.     6. **General Relations and Duties of the NAC —**The sole purpose and function of the NAC shall beto act as agent of the parties hereto in the printing, advertising, solicitation and distributionfunctions of their respective newspapers, and doing such other things as are herein specified, thecost of which shall be paid out of the moneys collected by the NAC as herein provided. The NACshall be entitled, as a commission, to a fee in an amount equal to 3.5% of the net income of itsagency operations under this Agreement, in keeping with requirements of the Internal RevenueService, which amount shall be distributed to the parties from time to time based upon theirrespective percentage of earnings allocation when the commission was charged.     6.01 **Management —**Management and control of the business of the NAC shall be and remain in itsManagement Committee. Except as specifically provided in this Agreement, neither the officers,directors or employees of either of the parties hereto shall undertake or

 

16assume the direction or control of any of the executive officers or employees of the NAC inthe performance of their duties and obligations hereunder.     6.02 **NAC as Agent —**Except as may be expressly otherwise herein provided, all contracts madeby the NAC shall be made in the capacity of agent of the parties hereto and its activities andpowers shall be confined entirely to such agency. Except as may otherwise expressly herein, noprovision contained herein or in the Articles of Organization or Operating Agreement of the NACshall be construed as permitting it to act other than as agent of the parties hereto, as hereinprovided, during the term of this Agreement and any renewal or extension thereof.     6.03 **NAC Duties —**The parties hereto shall, except insofar as the NAC itself shall secure thesame and/or otherwise acquire the ownership thereof, make available or cause to be made available,for the use of the NAC, as their agent, all records, office equipment and other facilitiesnecessary to enable the NAC to carry into effect the purposes, objects, terms and conditions ofthis agreement. The NAC shall, as agent, except as the parties may otherwise expressly provideherein, (a) continue to perform all of the functions and provide all of the services the NewspaperAgency Corporation heretofore performed and provided under 2001 JOA; (b) implement NAC’s AnnualPlan, (c) solicit, distribute and promote the business of the papers, and do all billing foradvertising, circulation and other charges on behalf of the parties hereto; (d) receive and collectall receipts and income from the publication of the newspapers of the parties hereto; (e) pay alloperating expenses incident to the printing, of the sale of advertising and subscriptions for, ofthe promotion and distribution of said newspapers, excepting the news and editorial departmentsthereof and other functions performed separately by the parties (*e.g.*, internal accounting, etc.),and excluding salaries of the executives of the

 

17parties hereto; (f) prepare balance sheets and statements of income, cash flow and owners’equity on a monthly basis. Such statements shall be prepared on a consistent basis and inaccordance with generally accepted accounting principles; (g) keep complete books of account andrecords of operations and costs, all of which books and records shall be accessible at all times tothe parties hereto; (h) prepare and deliver all necessary reports to governmental agencies; (i)promote the advertising in and circulation of both newspapers consistent with provisions of thePreamble to this Agreement; and (j) integrate the operations as much as is prudent and businesslikein order to effect all practical economies.     6.04 **Subscription Rates/Advertising —**The NAC shall have the right to set and establish therespective advertising and subscription rates for the ***Deseret Morning News***and the ***Tribune***fromtime to time; provided, however, that circulation rates shall be established in such a manner so asnot to constitute a detriment to either of the newspapers with respect to the other or to provide abenefit for either of the newspapers with respect to the other. Whenever the advertising linage ofthe ***Deseret Morning News***acceptable to it is 85% or less than that of the ***Tribune***, the NAC shallrestructure the rate card within any legal and economic restraints to again make buying the ***DeseretMorning News***space along with that of the ***Tribune***as attractive as possible. The classifiedadvertising section shall be identical in each newspaper, except where one of the newspapersrefuses to accept certain classifications of advertising or certain particular advertisements, asprovided herein (i.e., One-sided Advertising), or except when the advertisers elect to advertise inonly one newspaper. Unless the parties agree otherwise, each newspaper’s classified advertisingsection shall carry the separate folio of the newspaper in which it appears.     6.05 **Newshole Allocations —**During the term of this agreement, the NAC shall establish thesize of each day’s edition of the newspapers, and allot to the ***Deseret Morning***

 

18***News***the same percentage ratio newshole as the ***Tribune***, based on the amount of run of press(“ROP”) paid advertising space appearing in each newspaper. The average weekly ratio of newsholeto advertising space shall be determined annually in the NAC’s Annual Plan, provided that in nocase shall the amount of space allotted for editorial matter in any single edition be less thanninety-three (93) columns (fifteen and one-half pages), unless otherwise approved by the ManagementCommittee. If either newspaper requires more editorial space than the amount allotted by NAC inany given week (“Extra Editorial Pages”), the cost of such extra pages beyond the newsholeestablished by the NAC shall be charged to the party requiring the extra pages in the mannerdescribed in Section 4 hereof.     6.06 **Working Capital —**The parties hereto shall from time to time, upon request of thePresident and upon the approval of the Management Committee, provide additional working capital tothe NAC in the ratio of their respective percentages of earnings and losses (i.e., 58% — 42%) asset forth in Section 4 hereof, as such amounts may be required to enable the NAC to carry on andperform its duties hereunder. If either party shall fail to provide its required share ofadditional working capital when due, the other party may elect to provide such share, as an advanceon the defaulting party’s behalf, which advance shall bear interest at the prime lending ratecharged by the Bank of New York until repaid, and which advance shall be repaid in full before theparty failing to provide its required share of working capital shall be entitled to receive furtherdistributions of profits of the NAC pursuant to Section 4 hereof.     6.07 **Employees —**The NAC shall contract with, employ and pay all employees necessary to itsoperation as provided herein, and shall make contracts in connection with such employment of laborand with independent contractors for the furnishing of labor as may be required; provided, however,that the NAC shall have no role or involvement whatsoever with

 

19employment in connection with the operations of the editorial and news departments of theparties hereto.     6.08 **Audits —**An annual audit of the business of the NAC shall be made by an independentcertified public accountant or firm of certified public accountants selected by the ManagementCommittee, and copies of the reports issued with respect to such audits shall be furnished to eachof the parties hereto.     6.09 **Agency Status —**Except as may otherwise expressly be provided herein, the NAC shall beonly an agent and shall act only in an agency capacity for the parties hereto in its operationshereunder, and there is not and shall not be any partnership or joint adventure between the partieshereto or between either of the parties hereto and the NAC     6.10 **Accounts to be Paid —**Except as herein otherwise provided, the NAC shall pay only suchaccounts as shall have been incurred by it as such agent.     6.11 **Libel Actions —**Any expense arising out of claims for libel or alleged libel, and anyjudgment (including attorney fees) in connection therewith, shall be borne and paid by the partyhereto in whose newspaper the libel or alleged libel is published.     6.12 **Newsprint —**The parties hereto will use their buying power relationships to enable theNAC to purchase newsprint at the lowest possible price, without markup. In the event a newsprintshortage necessitates reduction in number of pages of the ***Tribune***and the ***Deseret Morning News***,they shall be reduced equally in number.     6.13 **Trademarks, etc. —**Neither party hereto shall in any manner represent or claim that ithas any ownership interest in any trademarks, trade names, service marks and copyrights held by theother party and each party acknowledges that any use by it or by the NAC hereunder

 

20of any trademarks, trade names, service marks and copyrights held by the other party shall notcreate in its or in the NAC’s favor any right, title or interest in or to the same.     7. **Property Furnished to the NAC —**As of July 1, 2006, NAC, as lessee, will enter into leaseswith Salt Lake Newspaper Production Facilities, LLC (which is owned by MediaNews Group and DNPC),as lessor, for new production facilities in West Valley City (excluding certain equipment which isowned by the parties as tenants in common and which will not be subject to said leases andexcluding the equipment which will be the subject of the DNPC Press and Conveyor System Leasesdescribed in the last paragraph of Section 3 hereof) and, as lessee, will enter into the DNPC Pressand Conveyor System Leases with DNPC, as lessor. NAC may also now or in the future enter intoother leases with one or both of the parties or with third parties for additional real property,equipment and other property, and NAC may from time to time purchase or otherwise acquireadditional real property, equipment and other property. In addition to such real property,equipment and other property that NAC may lease, purchase or otherwise acquire relative to thecarrying out of its operations, the parties hereto (either as tenants in common or as separateowners) shall furnish (58% by K-T, LLC and 42% by DNPC) and place at the disposal of the NAC, forits exclusive use, such other real property, equipment, and other property as shall be required byNAC, subject to the following provisions:     (a) All of the same shall be used, kept in repair and, as approved by theNAC’s Management Committee, added to, maintained and replaced by the parties whennecessary.     (b) All of the same, and all additions to and replacements thereto, shall,unless and until the parties shall mutually contribute their ownership interestsfrom time to time in such equipment to the NAC, continue to be owned by the

 

21parties hereto (either as tenants in common or as separate owners) in accordancewith their respective interests and appropriate book records thereof shall be keptby the NAC.     (c) All of the same, including additions thereto, may be sold or exchanged bythe NAC; provided, however, that no part thereof shall be sold or exchanged exceptwith approval of the NAC’s Management Committee and after full compliance with theterms and provisions of any and all contracts and obligations of the parties heretoapplicable thereto.     (d) In the event of any authorized sale thereof by the NAC, the NAC shall paythe proceeds of any such sale to the parties hereto in accordance with theirrespective ownership interests therein.     (e) Title thereto, except as the parties may have contributed to the NACtheir ownership interests therein, shall be in the parties hereto, as providedherein, and shall at no time be in the NAC.     (f) shall, out of the funds received by it as the parties’ agent, pay for allnecessary repairs thereof, all taxes levied and assessed thereon, fire and othercustomary insurance thereon and in connection with the use thereof, to the sameextent and in the same manner it would pay for such matters in connection withsimilar items of property which the NAC may itself own directly.     8. **Independent Editorial and News Departments and Advertising Policies —**Each of the partieshereto retains unto itself complete and exclusive control of its news and editorial departments andpolicies, together with its editorial contracts, conduct and contents, and the selection of itseditors and news and editorial department employees. There shall be no

 

22merger, combination or amalgamation of editorial or reportorial staffs, and editorial policiesshall be independently determined. All expenses of the news and editorial department of each ofthe parties hereto, including wire and photo services, salaries, compensation, rentals to or forcorrespondents and bureaus, features and feature services, graphics, internet content, officeequipment and supplies, and all other expenses directly attributable to their respective news andeditorial departments shall be paid by the respective parties hereto and not by the NAC.     Both parties shall have unlimited discretion to contract with a third party to exercise thenewspaper’s independent editorial and newsroom rights of expression, but all other rights underthis Agreement shall be personal and non-delegable, except as otherwise expressly provided inSection 21 hereof.     Each party hereto retains unto itself complete and exclusive control of its advertisingacceptance policies and the content of the advertising to appear in the respective newspaper editedby it. The NAC shall use its best efforts to transfer unacceptable advertising from a featuresection to a main section of the newspaper that edits the section and elects to publish suchadvertising, so long as the advertiser agrees and it is mechanically feasible.     Any claims of third parties, cost or expense arising from excluding advertising from one ofthe two newspapers, shall be borne by the party whose policies exclude the same. Any such claims,cost or expense arising from the inclusion of the advertising in one newspaper, when suchadvertising has been excluded from the other newspaper due to its advertising policies, shall beborne by the publishing newspaper.     9. **Circulation Promotions —**To implement provisions of the Preamble to this Agreement, the NACwill devote sufficient funds and efforts to expand marketing, promotion and advertising for thepurpose of increasing circulation of both newspapers. Expenditures for

 

23these efforts, including geographic expansion, shall be weighted in favor of the newspaperwith less overall circulation.     The NAC will support expanded geographic distribution for the ***Deseret Morning News***(and, ifdesired by K-T, LLC, for the ***Tribune***) into other key markets outside the primary and secondarymarket areas (as hereinbefore defined) currently served by either newspaper, whenever practical;provided, however, that if such expansion is undertaken for only one of the newspapers at itsrequest and such expansion occasions any incremental cost to the NAC, the party requesting suchexpansion shall be charged for such cost and provided further such party shall be entitled toreceive all of the circulation revenue received by the NAC from such expanded circulation.     All advertising and promotion of both newspapers shall be done by the NAC, except that DNPCshall be free to spend whatever it wishes in additional sales promotion of the ***Deseret Morning News***through the NAC or independently, provided such expenditures by DNPC shall be coordinated with theNAC’s efforts.     10. **Ownership of K-T, LLC —**The parties confirm that this Agreement creates a specialrelationship between them that must be honored and preserved. It is therefore agreed that thepresent ownership of K-T, LLC (i.e., one hundred percent owned by MediaNews Group, Inc.) shall notbe changed without written consent of DNPC, which shall not be unreasonably withheld; provided,however, that DNPC shall have the unrestricted discretionary right to withhold its consent if anysale, transfer or conveyance in one or more transactions would result in more than 49% of theownership of K-T, LLC being held by any entity or entities other than MNG or if any such owner orowners of minority interest in K-T, LLC, individually or collectively, would have the right tomanage or participate in management of K-T, LLC or

 

24compel it to take or forbear any action with respect to this Agreement or management of theNAC.     11. **Term and Renewals —**This Agreement shall continue until and through the thirty-first dayof December, 2020 unless sooner terminated as provided in Section 12 hereof. This Agreement shallautomatically renew for succeeding renewal periods of five (5) years each, unless either partyshall notify the other in writing at least two (2) years prior to the end of the then current termthat it elects to terminate the Agreement at the end of the then current term; provided further,anything to the contrary in this paragraph notwithstanding, DNPC shall have the option to extendthe initial term of this Agreement for successive additional terms of ten (10) years by notifyingK-T, LLC of its election to do so at least two (2) years prior to the end of the current term or ofany extended term.     12. **Optional Termination —**Either party hereto shall have the option to terminate thisAgreement at any time upon the happening of any one or more of the following events:     (a) Performance of this Agreement by either or both parties involves a violation of lawor of governmental order or decree; or     (b) Change or modification is made in the scope or applicability of the exemptionavailable under the Newspaper Preservation Act which prevents the performance of this Agreementaccording to its terms; or     (c) As a result of any changes in the Constitution of any state or the Constitution ofthe United States of America or of legislative or administrative action (whether state or federal)or by final decree, judgment or order of any court or administrative body (whether state orfederal) entered after the contest thereof by either or both parties in good faith, this Agreement

 

25shall have become void or unenforceable or impossible of performance in accordance with theintent and purposes of the parties as expressed in this Agreement; or     (d) Because of the bankruptcy or insolvency of a party, there has been or is likely tobe an involuntary alienation of the membership interests of the NAC owned by such party.           To exercise such option, the party seeking to terminate this Agreement shall give writtennotice to the other party within fifteen (15) days following the occurrence of the event upon whichtermination is to be made describing such event, except that no such termination shall be effectiveuntil the expiration of twelve (12) months after giving such written notice wherever it is legallypossible, unless such delay in termination would substantially prejudice either or both parties.     13. **Rights of Parties on Termination —**On termination of this Agreement by expiration orotherwise, the parties hereto shall meet and endeavor to work out a just and equitable plan fordiscontinuing the operation of their newspapers by the NAC, and each shall assume the fulloperation of its respective newspaper from the NAC at the earliest legally mandated practicabledate, subject to the provisions of the preceding sentence of this Agreement. It is understood thatuntil the physical properties, real and personal, owned by the parties hereto and made available toNAC for the printing and distribution of their newspapers, are properly segregated or divided sothat each of the parties hereto can print and circulate its paper with its own equipment (and in noevent for a period of availability, if desired by either party, less than three years from the dateof termination), such equipment and real property so owned by them in common and which may benecessary for the continued printing and circulation of their two newspapers shall continue to beavailable to both parties, in an equitable manner, to the extent legally permissible, to the endthat there be no break in the continued publication and circulation

 

26of their respective newspapers. Either party may, by mutual agreement, acquire the plant andequipment interests of the other party, but neither party shall be compelled to purchase or sellsuch asset interests to the other except as provided in a mutually agreed plan of distribution.Upon termination of this Agreement, both parties shall be given full access to all circulation,subscriber and single copy distribution lists, advertising account records, and market researchdata relating to both newspapers. The provisions of this paragraph do not apply to property thatis leased by the NAC from either K-T, LLC or DNPC or that is leased by the NAC from Salt LakeNewspaper Production Facilities, LLC, which leases have their own termination provisions.     The NAC shall be dissolved as soon as practicable, and the cost and expense thereof paid fromsuch funds as the NAC may have on hand, and, if insufficient, the deficiency shall be funded by theparties hereto in the same proportion to which they are entitled to participate in the earnings ofthe NAC at the time of dissolution. Accounts or obligations incurred by the NAC prior to or inconnection with such dissolution and any of its then outstanding commitments shall be paid orprovided for out of funds it may have on hand and, if such funds are insufficient, shall be paid orprovided for by the parties in the same proportion to which they are entitled to participate in theearnings of the NAC at the time of dissolution. Property other than cash and accounts receivablewhich may be in the custody of the NAC, shall be delivered to the parties herein in accordance withtheir respective interests therein. Any remaining cash on hand with the NAC that is not needed forthe payment of accounts or obligations, as aforesaid, or required to be set aside for liquidationof commitments, together with notes and accounts receivable, shall be delivered to the partieshereto in such proportion as they may be entitled to participate in the earnings of the NAC at thetime of dissolution.

 

27     If, upon termination of this Agreement, the parties are unable to agree upon a distributionplan and its implementation, either party may petition for a court-appointed receiver to effect adissolution of the NAC and distribution of its assets pursuant to Rule 66(h) of the Utah Rules ofCivil Procedure. If a receiver is appointed, the parties hereto will stipulate that the provisionsof this Agreement will be implemented by the receiver to the full extent permitted by law.     14. **Notices —**All notices and other communications hereunder shall be in writing and shall bedeemed to have been duly given if delivered personally, by telecopier or sent by certified mail,return receipt requested, postage prepaid, or by a recognized air courier service as follows:     If to DNPC to:Deseret News Publishing Company