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Exhibit 10.16
    
    EXECUTION VERSION




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ARTICLE I
    
    
    1Definitions
    
    
    1ARTICLE II
    
    
    10The Limited Liability Company
    
    
    102.1
    
    Formation
    
    
    102.2
    
    Name
    
    
    102.3
    
    Business Purpose
    
    
    102.4
    
    Registered Agent
    
    
    112.5
    
    Term
    
    
    112.6
    
    Principal Place of Business
    
    
    112.7
    
    Title to Company Property
    
    
    112.8
    
    The Members
    
    
    112.9
    
    Fiscal Year
    
    
    112.10
    
    Representations and Warranties of the Parties
    
    
    122.11
    
    Survival of Representations and Warranties
    
    
    13ARTICLE III
    
    
    13Capital Structure and Contributions
    
    
    133.1
    
    Capital Contributions
    
    
    133.2
    
    Failure to Make Capital Contributions
    
    
    143.3
    
    No Right to Return of Capital Contributions
    
    
    143.4
    
    Loans by Third Parties
    
    
    15ARTICLE IV
    
    
    15Capital Accounts; Allocation of Profits and Losses
    
    
    154.1
    
    Capital Accounts
    
    
    154.2
    
    Book Allocation
    
    
    164.3
    
    Tax Allocations
    
    
    20ARTICLE V
    
    
    22Distributions
    
    
    225.1
    
    In General
    
    
    225.2
    
    Periodic Distributions
    
    
    22ARTICLE VI
    
    
    22Accounting and Reports
    
    
    226.1
    
    Books and Records
    
    
    226.2
    
    Reports to Members
    
    
    236.3
    
    Tax Matters Member/Annual Tax Returns
    
    
    246.4
    
    Actions in Event of Audit
    
    
    276.5
    
    Tax Election
    
    
    27ARTICLE VII
    
    
    28Actions by Members
    
    
    287.1
    
    Meetings/Actions by Members
    
    
    287.2
    
    Certain Matters Requiring Approval of the Members
    
    
    287.3
    
    Action by Consent
    
    
    297.4
    
    Limitation on  Rights of Defaulting Member
    
    
    30
 -i-




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ARTICLE VIII
    
    
    30Management Committee
    
    
    308.1
    
    The Management Committee
    
    
    308.2
    
    Limitation of Rights of Defaulting Member
    
    
    30ARTICLE IX
    
    
    31Transfer of Company Interests; Additional and Substitute Members
    
    
    319.1
    
    Prohibited Transfers
    
    
    319.2
    
    Permitted Transfers by Members
    
    
    319.3
    
    Substitute Member
    
    
    339.4
    
    Involuntary Transfers
    
    
    33ARTICLE X
    
    
    37Dissolution and Liquidation
    
    
    3710.1
    
    Dissolution
    
    
    3710.2
    
    Closing of Affairs
    
    
    3710.3
    
    Orderly Liquidation
    
    
    3910.4
    
    Deficit Upon Liquidation
    
    
    39ARTICLE XI
    
    
    39Amendments to Agreement
    
    
    39ARTICLE XII
    
    
    40Indemnification
    
    
    4012.1
    
    Remedies for Breach
    
    
    4012.2
    
    Limitation of Liability
    
    
    4012.3
    
    Indemnification by Members for Breach of Representations or Warranties
    
    
    4012.4
    
    Indemnification by Company
    
    
    43ARTICLE XIII
    
    
    47General Provisions
    
    
    4713.1
    
    Arbitration
    
    
    4713.2
    
    Notices
    
    
    4713.3
    
    Confidentiality
    
    
    4813.4
    
    Public Announcements
    
    
    5013.5
    
    Entire Agreement, Amendments, etc.
    
    
    5013.6
    
    Construction Principles
    
    
    5013.7
    
    Counterparts
    
    
    5113.8
    
    Severability
    
    
    5113.9
    
    Expenses
    
    
    5113.10
    
    Governing Law
    
    
    5113.11
    
    Binding Effect
    
    
    5213.12
    
    Additional Documents and Acts
    
    
    5213.13
    
    Third Party Beneficiaries
    
    
    5213.14
    
    Limited Liability Company
    
    
    52
 -ii-




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Exhibit 1
    
    2006 Amended and Restated Salt Lake JOA
 -iii-




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Definitions
 Absolute Majority Vote of the Management Committee
 Act
 Adjusted Capital Account Deficit
  -1-




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Affiliate
 Agreement
 Bankruptcy Event
 -2-




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Book Value
   de minimis
 de minimis
   -3-




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provided however
   Business Day
 Business Plan
 -4-




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Business Purpose
 Capital Account
 Capital Contribution
 Code
 Company
 Company Minimum Gain
 Defaulting Member
 Depreciation
 -5-




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Distribution Plan
 Effective Date
 ERISA
 Excess Losses
 Excluded Assets
 Fiscal Year
 GAAP
 Interest
 Salt Lake JOA
 K-T, LLC
 -6-




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Management Committee shall have the meaning ascribed to it in Section 8.1.
 Member Nonrecourse Debt
 Member Nonrecourse Debt Minimum Gain
 Member Nonrecourse Deductions over
 Newspaper Agency Corporation or NAC
 Non-Defaulting Member
 Nonrecourse Deductions
 -7-




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Nonrecourse Liability
 Percentage Interest
 Profits Losses
     -8-




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Regulations
 Reserved Matters
 Substitute Member
 Tax Matters Member
 Transfer
 Transferee
 -9-




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The Limited Liability Company
 Formation
 Name
 Business Purpose provided however
 -10-




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Registered Agent
 Term
 Principal Place of Business
 Title to Company Property
 The Members
 Name
    
    AddressKearns-Tribune, LLC
    
    c/o Media News Group, Inc.1560 Broadway, Suite 2100Denver, CO 80202Deseret News Publishing Company
    
    30 East 100 SouthSalt Lake City, UT 84111
 Fiscal Year th
 -11-




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Representations and Warranties of the Parties
     -12-
      Survival of Representations and Warranties
 Capital Structure and Contributions
 Capital Contributions
 -13-
      Failure to Make Capital Contributions
 No Right to Return of Capital Contributions
 -14-
      Loans by Third Parties
 Capital Accounts; Allocation of Profits and Losses
 Capital Accounts
 -15-
      Book Allocation
 In General
 Profits and Losses
 Special Rules
 Limitation on Loss Allocations
 Qualified Income Offset
 -16-
      Company Minimum Gain Chargeback
 Member Nonrecourse Debt Minimum Gain Chargeback
 -17-
      Member Nonrecourse Deductions
 Nonrecourse Deductions
 Limited Effect and Interpretation
 -18-
      Curative Allocations
 Change in Regulations
 Change in Members Interests
 -19-
      Tax Allocations
 In General
 Special Rules
 Elimination of Book/Tax Disparities
 -20-
      Allocation of Items Among Members
 Tax Credits
 Conformity of Reporting
 Excess Nonrecourse Liabilities
 -21-
      Distributions
 In General
 Periodic Distributions
 Accounting and Reports
 Books and Records
  -22-
        provided however
 Reports to Members
  -23-




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Tax Matters Member/Annual Tax Returns
 -24-
            -25-
         -26-




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Actions in Event of Audit
 Tax Election
 -27-




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Actions by Members
 Meetings/Actions by Members
 Certain Matters Requiring Approval of the Members
  -28-




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Action by Consent provided
 -29-




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Limitation on Rights of Defaulting Member
 Management Committee
 The Management Committee
 Limitation of Rights of Defaulting Member
 -30-




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Officers, etc
 Transfer of Company Interests; Additional and Substitute Members
 Prohibited Transfers
     Permitted Transfers by Members
 -31-




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-32-
        Substitute Member
   .
  Involuntary Transfers
 -33-
        -34-
         -35-




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-36-




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Dissolution and Liquidation
 Dissolution
  
   Closing of Affairs
 The Salt Lake
Tribune Deseret Morning News The Salt Lake Tribune Deseret Morning News
 -37-




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First
 Second
 Third
 -38-




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Fourth
 Fifth
 Orderly Liquidation
 Deficit Upon Liquidation
 Amendments to Agreement
  -39-




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Indemnification
 Remedies for Breach
 Limitation of Liability
 Indemnification by Members for Breach of Representations or Warranties
 Indemnification -40-
       provided,
 Notice and Defenses of Claims
 provided
 provided
 -41-




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-42-




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Indemnification by Company
 nolo contendere
 -43-




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-44-




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-45-
           -46-




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General Provisions
 Arbitration
    Notices
 If to DNPC to:
    
    Deseret News Publishing Company30 East First SouthSalt Lake city, Utah 84111Attention: Ellis R. Ivory, Chairman
 -47-




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With a copy to:
    
    Kirton & McConkie, P.C.Eagle Gate Tower60 East South Temple Street, Suite 1800Salt Lake City, Utah 84111Attention: Robert W. Edwards, Esq.If to K-T, LLC to:
    
    Kearns-Tribune, LLCc/o MediaNews Group, Inc.1560 Broadway, Suite 2100Denver, CO 80202Attention: Joseph J. Lodovic, IV, PresidentWith a copy to:
    
    Hughes Hubbard & Reed LLP1775 I Street, NW, Suite 600Washington, D.C. 20006Attention: Howell E. Begle, Jr., Esq.
  Confidentiality
 -48-




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-49-




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Public Announcements
 Entire Agreement, Amendments, etc.
 Construction Principles
 -50-




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Counterparts
 Severability
 Expenses
 Governing Law
 -51-




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Binding Effect
 Additional Documents and Acts
 Third Party Beneficiaries
 Limited Liability Company
 -52-




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Salt Lake JOA.
  KEARNS-TRIBUNE, LLCBy:
    
    \s\ Joseph J. Lodovic, IVJoseph J. Lodovic, IVPresidentDESERET NEWS PUBLISHING COMPANYBy:
    
    \s\ Jim M. WallJim M. WallPresident
 -53-