##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  MEDIANEWS GROUP, INC.
  Delaware
    
    76-0425553(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)101 W. Colfax, Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (Zip Code)
 (303) 954-6360
  NONE
  NONE
 o þ
 þ o
 þ o o þ
 þ
  o o þ
 o þ
    None




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##### Table of Contents



Rocky
Mountain News The Denver Post Rocky Mountain News, The Denver
Post Rocky Mountain News .
 Item 15. and Exhibits Financial Statement Schedules
 (a)
    
    The following financial statements and exhibits are filed as part of this
report
 1.
    
    Denver Newspaper Agency LLP Financial StatementsReport of Independent Auditors (Ernst & Young LLP)Consolidated Balance Sheets December 31, 2006 and 2005Consolidated Statements of Income December 31, 2006, 2005 and 2004 (unaudited)Consolidated Statements of Partners Equity for the years ended December 31,
2006, 2005 and 2004 (unaudited)Consolidated Statements of Cash Flows for the years ended December 31, 2006,
2005 and 2004 (unaudited)Notes to Consolidated Financial Statements3.
    
    ExhibitsSee accompanying index to exhibits on page 29.
 2




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Consolidated Financial Statements
 
 3




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##### 



Contents
 Report of Independent Auditors
    
    
    5Consolidated Financial StatementsConsolidated Balance Sheets for the years ended December 31, 2006 and 2005
    
    
    6Consolidated Statements of Income for the years ended December 31, 2006, 2005 and 2004 (unaudited)
    
    
    7Consolidated Statements of Partners Equity for the years ended December 31, 2006, 2005 and 2004 (unaudited)
    
    
    8Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004 (unaudited)
    
    
    9Notes to Consolidated Financial Statements for the years ended December 31, 2006, 2005 and 2004 (unaudited)
    
    
    10
  4




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5




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##### Table of Contents



December 312006
    
    2005(In Thousands)AssetsCurrent assets:Trade accounts receivable, net of allowance for doubtful accounts
of $1,529 and $1,780 as of December 31, 2006 and 2005,
respectively
    
    $
    51,783
    
    
    $
    53,379Due from partners
    
    
    2,575
    
    
    
    2,676Related-party receivables
    
    
    1,450
    
    
    
    378Other receivables
    
    
    1,324
    
    
    
    1,044Inventories
    
    
    10,827
    
    
    
    14,044Prepaid expenses
    
    
    3,598
    
    
    
    2,662Total current assets
    
    
    71,557
    
    
    
    74,183Property and equipment, net
    
    
    154,396
    
    
    
    176,217Prepaid pension costs
    
    
    7,292
    
    
    
    6,798Other assets
    
    
    4,580
    
    
    
    5,468$
    237,825
    
    
    $
    262,666Liabilities and partners equityCurrent liabilities:Trade accounts payable
    
    $
    1,676
    
    
    $
    646Trade accounts payable  related party
    
    
    6,368
    
    
    
    9,964Accrued compensation
    
    
    7,343
    
    
    
    6,681Deferred revenue
    
    
    15,424
    
    
    
    17,944Accrued expenses
    
    
    17,954
    
    
    
    13,525Overnight and other short-term borrowings
    
    
    4,230
    
    
    
    Current portion of capital leases
    
    
    1,097
    
    
    
    1,085Total current liabilities
    
    
    54,092
    
    
    
    49,845Obligations under capital leases
    
    
    3,871
    
    
    
    3,889Long-term debt
    
    
    75,500
    
    
    
    60,432Accrued pension and other postretirement benefits
    
    
    13,536
    
    
    
    17,986Other liabilities
    
    
    2,677
    
    
    
    3,873Partners equity
    
    
    88,149
    
    
    
    126,641$
    237,825
    
    
    $
    262,666
 See accompanying notes.
 6




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Years Ended December 31(unaudited)2006
    
    2005
    
    2004(In Thousands)Operating revenue, net:Advertising
    
    $
    339,450
    
    
    $
    365,266
    
    
    $
    367,338Circulation
    
    
    48,483
    
    
    
    47,645
    
    
    
    46,331Other
    
    
    21,055
    
    
    
    18,825
    
    
    
    15,657Total operating revenue
    
    
    408,988
    
    
    
    431,736
    
    
    
    429,326Operating expenses:Payroll and benefits
    
    
    131,541
    
    
    
    128,316
    
    
    
    126,224Newsprint and ink
    
    
    78,797
    
    
    
    81,117
    
    
    
    82,611Marketing, general, and administrative
    
    
    131,413
    
    
    
    131,897
    
    
    
    130,032Depreciation and amortization
    
    
    45,675
    
    
    
    43,094
    
    
    
    18,985Total operating expenses
    
    
    387,426
    
    
    
    384,424
    
    
    
    357,852Operating income
    
    
    21,562
    
    
    
    47,312
    
    
    
    71,474Other expense, net
    
    
    (3,013
    )
    
    
    (115
    )
    
    
    (354
    )Net income
    
    $
    18,549
    
    
    $
    47,197
    
    
    $
    71,120
 See accompanying notes.
 7




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##### Table of Contents



Years Ended December 31(unaudited)2006
    
    2005
    
    2004(In Thousands)Balance, beginning of period
    
    $
    126,641
    
    
    $
    155,734
    
    
    $
    192,447Net income
    
    
    18,549
    
    
    
    47,197
    
    
    
    71,120Net change in other comprehensive income:Additional minimum pension liability decrease (increase)
    
    
    6,625
    
    
    
    2,061
    
    
    
    (8,654
    )Unrealized loss (gain) on interest rate swap decrease (increase)
    
    
    734
    
    
    
    649
    
    
    
    (1,179
    )Total comprehensive income
    
    
    25,908
    
    
    
    49,907
    
    
    
    61,287Distributions to partners
    
    
    (64,400
    )
    
    
    (79,000
    )
    
    
    (98,000
    )Balance, end of period
    
    $
    88,149
    
    
    $
    126,641
    
    
    $
    155,734
 See accompanying notes.
 8




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##### Table of Contents



Years Ended December 31(unaudited)2006
    
    2005
    
    2004(In Thousands)Operating activitiesNet income
    
    $
    18,549
    
    
    $
    47,197
    
    
    $
    71,120Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    45,675
    
    
    
    43,094
    
    
    
    18,985(Gain) loss on sale of property and equipment
    
    
    823
    
    
    
    (15
    )
    
    
    10Provision for bad debts
    
    
    940
    
    
    
    823
    
    
    
    2,177Changes in operating assets and liabilities:Trade accounts and other receivables
    
    
    376
    
    
    
    (5,071
    )
    
    
    329Inventories
    
    
    3,217
    
    
    
    (4,642
    )
    
    
    3,076Prepaid expenses and other assets
    
    
    (556
    )
    
    
    (1,245
    )
    
    
    (316
    )Trade accounts payable and accrued liabilities
    
    
    6,121
    
    
    
    (2,578
    )
    
    
    6,098Related party and other affiliates
    
    
    (4,567
    )
    
    
    4,776
    
    
    
    (3,189
    )Deferred revenue
    
    
    (2,520
    )
    
    
    1,623
    
    
    
    258Changes in other assets and liabilities
    
    
    1,713
    
    
    
    2,310
    
    
    
    (623
    )Net cash provided by operating activities
    
    
    69,771
    
    
    
    86,272
    
    
    
    97,925Investing activitiesPurchases of property and equipment
    
    
    (15,585
    )
    
    
    (15,411
    )
    
    
    (5,879
    )Construction in progress
    
    
    (97,024
    )
    
    
    (32,229
    )
    
    
    (22,703
    )Proceeds from sale of property and equipment
    
    
    89,062
    
    
    
    116
    
    
    
    34Net cash used in investing activities
    
    
    (23,547
    )
    
    
    (47,524
    )
    
    
    (28,548
    )Financing activitiesProceeds from borrowings
    
    
    106,450
    
    
    
    37,729
    
    
    
    22,703Capital lease payments
    
    
    (1,122
    )
    
    
    (841
    )
    
    
    (1,157
    )Long-term debt repayments
    
    
    (87,152
    )
    
    
    
    
    
    
    Distributions to partners
    
    
    (64,400
    )
    
    
    (79,000
    )
    
    
    (98,000
    )Net cash used in financing activities
    
    
    (46,224
    )
    
    
    (42,112
    )
    
    
    (76,454
    )Net decrease in cash and cash equivalents
    
    
    
    
    
    
    (3,364
    )
    
    
    (7,077
    )Cash and cash equivalents at beginning of year
    
    
    
    
    
    
    3,364
    
    
    
    10,441Cash and cash equivalents at end of year
    
    $
    
    
    
    $
    
    
    
    $
    3,364Supplemental disclosure of cash flow information:Interest, paid in cash
    
    $
    1,744
    
    
    $
    413
    
    
    $
    426Interest received, paid in cash
    
    $
    (306
    )
    
    $
    (282
    )
    
    $
    (82
    )Equipment acquired via capital lease
    
    $
    1,116
    
    
    $
    891
    
    
    $
    
 See accompanying notes.
 9




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies
 Nature of Business
 The Denver Post Rocky Mountain
News The Rocky Mountain
News The Denver Post
  Use of Estimates
  Basis of Presentation
  10




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies (continued)
 Cash and Cash Equivalents
  Concentrations of Risk
   Trade Accounts Receivable
  Inventories
  11




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies (continued)
 Property and Equipment
  2006
    
    2005Land and improvements
    
    $
    6,972
    
    
    $
    6,972Buildings and improvements
    
    
    77,038
    
    
    
    73,718Machinery and equipment
    
    
    232,285
    
    
    
    245,578Computer software
    
    
    27,629
    
    
    
    28,400Construction in progress
    
    
    70,079
    
    
    
    65,536414,003
    
    
    
    420,204Less accumulated depreciation and amortization
    
    
    (259,607
    )
    
    
    (243,987
    )Net property and equipment
    
    $
    154,396
    
    
    $
    176,217
  Internal Use Software
 Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use
 12




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies (continued)
 Workers Compensation
  Derivative Financial Instruments
  Revenue Recognition
    13




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies (continued)
  Income Taxes
  Comprehensive Income
  (unaudited)2006
    
    2005
    
    2004Minimum pension liability
    
    $
    8,714,000
    
    
    $
    15,339,000
    
    
    $
    17,400,000Unrealized (income) loss
on interest rate swap
    
    
    (204,000
    )
    
    
    530,000
    
    
    
    1,179,000$
    8,510,000
    
    
    $
    15,869,000
    
    
    $
    18,579,000
 Advertising
  14




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies (continued)
 Litigation
  Impairment of Long-Lived Assets
  Recently Issued Accounting Standards
 Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132 (R)
 
    
    Recognize in its statement of financial position an asset for a defined
benefit postretirement plans overfunded status or a liability for a plans underfunded
status.
    
    Measure a defined benefit postretirement plans assets and obligations that
determine its funded status as of the end of the employers fiscal year.
    
    Recognize changes in the funded status of a defined postretirement plan in
comprehensive income in the year in which the changes occur.
  15




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##### Table of Contents



1. Organization and Summary of Significant Accounting Policies (continued)
  2. Consolidated Printing Plant Project
 The Denver Post The Rocky
Mountain News
  3. Credit Facility Arrangements
  16




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##### Table of Contents



3. Credit Facility Arrangements (continued
    Leverage Ratio
 Fixed Charge Coverage Ratio
 17




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##### Table of Contents



4. Leases
  CapitalLease
    
    
    OperatingObligations
    
    
    LeasesYear ended December 31:2007
    
    $
    1,441
    
    
    $
    9,9462008
    
    
    1,464
    
    
    
    9,4052009
    
    
    1,417
    
    
    
    8,4282010
    
    
    645
    
    
    
    7,529Thereafter
    
    
    966
    
    
    
    137,8425,933
    
    
    $
    173,150Less amount representing interest
    
    
    965Total principal
    
    
    4,968Less current portion
    
    
    1,097Long-term portion
    
    $
    3,871
  18




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##### Table of Contents



5. Construction Financing Arrangement
   6. Sale Leaseback Transaction
  7. Derivative Financial Instruments
  19




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##### Table of Contents



7. Derivative Financial Instruments (continued)
  8. Pension and Other Postretirement Benefits
    20




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##### Table of Contents



8. Pension and Other Postretirement Benefits (continued)
 2006
    
    2005Other
    
    
    
    
    
    OtherPension
    
    Postretirement
    
    Pension
    
    PostretirementChange in benefit obligationsBenefit obligation at beginning of year
    
    $
    128,971
    
    
    $
    13,632
    
    
    $
    114,455
    
    
    $
    6,126Service cost
    
    
    5,631
    
    
    
    568
    
    
    
    5,621
    
    
    
    118Interest cost
    
    
    6,962
    
    
    
    725
    
    
    
    6,754
    
    
    
    349Actuarial (gain) loss
    
    
    (7,302
    )
    
    
    (329
    )
    
    
    6,562
    
    
    
    8,050Benefits and expenses paid
    
    
    (4,491
    )
    
    
    (666
    )
    
    
    (4,421
    )
    
    
    (1,174
    )Benefit obligation at end of year
    
    $
    129,771
    
    
    $
    13,930
    
    
    $
    128,971
    
    
    $
    13,469Change in plan assetsFair value of plan assets at beginning of year
    
    $
    109,633
    
    
    $
    
    
    
    $
    98,310
    
    
    $
    Actual return on plan assets
    
    
    8,694
    
    
    
    
    
    
    
    11,697
    
    
    
    Employer contributions
    
    
    4,146
    
    
    
    666
    
    
    
    4,047
    
    
    
    1,174Benefits and expenses paid
    
    
    (4,491
    )
    
    
    (666
    )
    
    
    (4,421
    )
    
    
    (1,174
    )Fair value of plan assets at end of year
    
    $
    117,982
    
    
    $
    
    
    
    $
    109,633
    
    
    $
    Prepaid (accrued) benefit costFunded status of the plan
    
$
    (11,789
    )
    
    $
    (13,930
    )
    
    $
    (19,338
    )
    
    $
    (13,469
    )Unrecognized loss
    
    
    26,014
    
    
    
    7,127
    
    
    
    34,787
    
    
    
    7,964Unrecognized prior service cost
    
    
    303
    
    
    
    220
    
    
    
    436
    
    
    
    281Net transition asset
    
    
    (5,171
    )
    
    
    
    
    
    
    (6,072
    )
    
    
    Prepaid (accrued) benefit cost
    
    $
    9,357
    
    
    $
    (6,583
    )
    
    $
    9,813
    
    
    $
    (5,224
    )Amounts recognized in consolidated balance
sheetsPrepaid pension cost
    
    $
    7,292
    
    
    $
    
    
    
    $
    6,798
    
    
    $
    Accrued pension benefit
    
    
    (6,953
    )
    
    
    (6,583
    )
    
    
    (12,762
    )
    
    
    (5,224
    )Intangible assets
    
    
    304
    
    
    
    
    
    
    
    438
    
    
    
    Accumulated other comprehensive income
    
    
    8,714
    
    
    
    
    
    
    
    15,339
    
    
    
    Total recognized
    
    $
    9,357
    
    
    $
    (6,583
    )
    
    $
    9,813
    
    
    $
    (5,224
    )
  21




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##### Table of Contents



8. Pension and Other Postretirement Benefits (continued)
 2006
    
    2005Other
    
    
    
    
    
    OtherPension
    
    Postretirement
    
    Pension
    
    PostretirementWeighted-average assumptions used
to determine benefit obligation at
December 31Discount rate
    
    
    6.00
    %
    
    
    5.90
    %
    
    
    5.50
    %
    
    
    5.50
    %Expected long-term rate of return on
plan assets
    
    
    8.25
    %
    
    
    
    
    
    
    8.25
    %
    
    
    Average rate of compensation
    
    
    3.25
    %
    
    
    
    
    
    
    3.25
    %
    
    
    
   Percentage ofPlan Assetsat December 312006
    
    2005Asset categoryEquity securities
    
    
    70
    %
    
    
    68
    %Debt securities
    
    
    27
    %
    
    
    29
    %Cash and cash equivalents
    
    
    3
    %
    
    
    3
    %100
    %
    
    
    100
    %
 22




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##### Table of Contents



8. Pension and Other Postretirement Benefits (continued)
 
 (unaudited)2006
    
    2005
    
    2004Other Post-
    
    
    
    
    
    Other Post-
    
    
    
    
    
    Other Post-Pension
    
    retirement
    
    Pension
    
    retirement
    
    Pension
    
    retirement(In Thousands)Components of net periodic benefit
costService cost
    
    $
    5,631
    
    
    $
    568
    
    
    $
    5,621
    
    
    $
    118
    
    
    $
    5,219
    
    
    $
    147Interest cost
    
    
    6,962
    
    
    
    725
    
    
    
    6,754
    
    
    
    349
    
    
    
    6,384
    
    
    
    356Expected return on plan assets
    
    
    (9,050
    )
    
    
    
    
    
    
    (8,655
    )
    
    
    
    
    
    
    (9,032
    )
    
    
    Amortization of prior service cost
    
    
    133
    
    
    
    61
    
    
    
    174
    
    
    
    61
    
    
    
    175
    
    
    
    61Amortization of loss
    
    
    1,827
    
    
    
    507
    
    
    
    1,179
    
    
    
    225
    
    
    
    848
    
    
    
    226Amortization of net transition asset
    
    
    (901
    )
    
    
    
    
    
    
    (901
    )
    
    
    
    
    
    
    (901
    )
    
    
    Total net periodic benefit cost
    
    $
    4,602
    
    
    $
    1,861
    
    
    $
    4,172
    
    
    $
    753
    
    
    $
    2,693
    
    
    $
    790
 (unaudited)2006
    
    2005
    
    2004Other Post-
    
    
    
    
    
    Other Post-
    
    
    
    
    
    Other Post-Pension
    
    retirement
    
    Pension
    
    retirement
    
    Pension
    
    retirement(In Thousands)Weighted-average assumptions used in
the computation of amounts related to
net periodic benefit costsDiscount rate
    
    
    5.50
    %
    
    
    5.50
    %
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    6.25
    %
    
    
    6.25
    %Expected return on plan assets
    
    
    8.25
    %
    
    
    
    
    
    
    8.25
    %
    
    
    
    
    
    
    9.00
    %
    
    
    Rate of compensation increase
(pay related plans)
    
    
    3.25
    %
    
    
    
    
    
    
    3.25
    %
    
    
    
    
    
    
    3.50
    %
    
    
    
 23




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8. Pension and Other Postretirement Benefits (continued)
  OtherPension
    
    Postretirement(In Thousands)2007
    
    $
    5,473
    
    
    $
    8002008
    
    
    5,834
    
    
    
    9002009
    
    
    6,072
    
    
    
    9002010
    
    
    6,459
    
    
    
    1,0002011
    
    
    6,862
    
    
    
    1,100Years 20122016
    
    
    42,684
    
    
    
    6,400
    24




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##### Table of Contents



8. Pension and Other Postretirement Benefits (continued)
  2006
    
    2005Accumulated benefit obligation
    
    $
    (95,790
    )
    
    $
    (94,069
    )Fair value of plan assets
    
    
    89,230
    
    
    
    81,308Accrued pension costs
    
    
    (2,458
    )
    
    
    (3,016
    )Prior service costs
    
    
    304
    
    
    
    438Accumulated other comprehensive income
    
    $
    (8,714
    )
    
    $
    (15,339
    )
  9. Other Employee Benefit Plans
 Employee Savings Plan
  25




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##### Table of Contents



9. Other Employee Benefit Plans (continued)
 Deferred Compensation Plan
  10. Allocation of Net Income
  11. Partnership Distributions
 Periodic Distributions
  Special Distributions
  26




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##### Table of Contents



12. Related-Party Transactions
 Shared Service Agreements
 ,
 Web Hosting and News Media Program Services
  Due From Partners
 The Denver Post
 Purchase Commitments
  27




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##### Table of Contents



12. Related-Party Transactions (continued)
  Related-Party Entities
  Office Facilities Rental Agreement
  28




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##### Table of Contents



EXHIBIT INDEX
  2.1
    
    Stock and Asset Purchase Agreement dated as of April 26, 2006, between MediaNews Group,
Inc. and The McClatchy Company (incorporated by reference to Exhibit 99.1 to the
registrants Form 8-K filed May 1, 2006)2.2
    
    Stock and Asset Purchase Agreement dated as of April 26, 2006, between The Hearst
Corporation and The McClatchy Company (incorporated by reference to Exhibit 99.2 to the
registrants Form 8-K filed May 1, 2006)3.1
    
    Third Amended and Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1 to the registrants June 30, 2005 Form 10-K)3.2
    
    Amended and Restated Bylaws of MediaNews Group, Inc. (incorporated by reference to
Exhibit 3.2 to the registrants June 30, 2005 Form 10-K)4.1
    
    Registration Rights Agreement dated May 20, 1994, between Affiliated Newspapers
Investments, Inc. (the predecessor to the registrant) and BT Securities Corporation
(incorporated by reference to Exhibit 4.3 to Form S-1/A of Affiliated Newspapers
Investments, Inc., filed May 6, 1994 (File No. 33-75158))4.2
    
    Indenture dated as of November 25, 2003 between MediaNews Group, Inc., as Issuer, and The
Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4 to the registrants
Form 8-K filed January 14, 2004)4.3
    
    Form of MediaNews Group, Inc.s 6 7/8% Senior Subordinated Notes due 2013 (contained in
the Indenture filed as Exhibit 4.4 to the registrants Form 8-K filed January 14, 2004)4.4
    
    Indenture dated as of January 26, 2004 between MediaNews Group, Inc., as Issuer, and The
Bank of New York, as Trustee (incorporated by reference to Exhibit 4.4 to the registrants
From 10-Q for the period ended December 31, 2003)4.5
    
    Form of MediaNews Group, Inc.s 6 3/8% Senior Subordinated Notes due 2014 (contained in
the Indenture filed as Exhibit 4.4 to the registrants Form 10-Q for the period ended
December 31, 2003)10.1
    
    Credit Agreement dated as of December 30, 2003 by and among MediaNews Group, Inc., the
guarantors named therein, the lenders named therein, and Bank of America, N.A., as
administrative agent (the Credit Agreement) (incorporated by reference to Exhibit 10.1 to
the registrants Form 8-K filed January 14, 2004)10.2
    
    First Amendment to Credit Agreement, dated as of January 20, 2004, by and among MediaNews
Group, Inc., the guarantors named therein, the lenders named therein and Bank of America,
N.A., as administrative agent (incorporated by reference to Exhibit 10.12 to the
registrants Form S-4 filed February 23, 2004)10.3
    
    Second Amendment to Credit Agreement, dated as of April 16, 2004, by and among MediaNews
Group, Inc., the guarantors named therein, the lenders named therein and Bank of America,
N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the registrants
June 30, 2004 Form 10-K)10.4
    
    Third Amendment to Credit Agreement, dated as of August 30, 2004, by and among MediaNews
Group, Inc., the guarantors named therein, the lenders named therein and Bank of America,
N.A., as administrative agent (incorporated by reference to Exhibit 10.4 to the registrants
June 30, 2004 Form 10-K)
 
 29




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##### Table of Contents



EXHIBIT INDEX (continued)
  10.5
    
    Fourth Amendment to Credit Agreement, dated as of September 8, 2005, by and among
MediaNews Group, Inc., the guarantors named therein, the lenders named therein and Bank of
America, N.A., as administrative agent (incorporated by reference to Exhibit 10.5 to the
registrants June 30, 2005 Form 10-K)10.6
    
    Fifth amendment to Credit Agreement dated as of June 28, 2006, by and among MediaNews
Group, Inc., the guarantors party thereto, the lenders named therein and Bank of America,
N.A., as administrative agent*10.7
    
    Sixth Amendment to Credit Agreement dated as of August 2, 2006, by and among MediaNews
Group, Inc., the guarantors party thereto, the lenders named therein and Bank of America,
N.A., as administrative agent (incorporated by reference to Exhibit 99.2 to the registrants
Form 8-K filed August 8, 2006)10.8
    
    Amended and Restated Shareholders Agreement of MediaNews Group, Inc. by and among
MediaNews Group, Inc. and the shareholders named therein, effective as of January 31, 2000,
and amended and restated as of March 16, 2004 (incorporated by reference to Exhibit 10.7 to
the registrants Form S-4/A (File No. 333-113028), filed March 18, 2004)10.9
    
    Amendment to the Amended and Restated Shareholders Agreement of MediaNews Group, Inc.
dated as of June 30, 2005, by and among MediaNews Group, Inc. and the shareholders named
therein, effective as of January 31, 2000, and amended and restated as of March 16, 2004
(incorporated by reference to Exhibit 10.7 to the registrants June 30, 2005 Form 10-K)10.10
    
    Employment Agreement dated July 1, 2005 between MediaNews and William Dean Singleton
(incorporated by reference to Exhibit 99.2 to the registrants Form 8-K filed July 5, 2005)10.11
    
    Employment Agreement dated July 1, 2005 between MediaNews and Joseph J. Lodovic IV
(incorporated by reference to Exhibit 99.3 to the registrants Form 8-K filed July 5, 2005)10.12
    
    Amended and Restated Joint Operating Agreement, dated as of April 30, 2004 by and
between York Newspapers, Inc., York Newspapers Holdings, Inc., The York Newspaper Company,
York Newspapers Holdings, L.P. and York Dispatch Publishing Company, LLC (incorporated by
reference to Exhibit 10.8 to the registrants June 30, 2004 Form 10-K)10.13
    
    Singleton Family Voting Trust Agreement for MediaNews Group, Inc. dated January 31, 2000
(incorporated by reference to Exhibit 10.21 to the registrants Form 10-Q for the period
ended March 31, 2000)10.14
    
    Scudder Family Voting Trust Agreement for MediaNews Group, Inc. dated January 31, 2000
(incorporated by reference to Exhibit 10.22 to the registrants Form 10-Q for the period
ended March 31, 2000)10.15
    
    Amendment and Restatement of Agreement, by and between Kearns-Tribune, LLC and Deseret
News Publishing Company, dated as of July 1, 2006*10.16
    
    Limited Liability Company Operating Agreement of Newspaper Agency Company, LLC dated as
of July 1, 2006*10.17
    
    Option Purchase Agreement between Garden State Newspapers, Inc., the predecessor of
MediaNews Group, Inc., and Greenco, Inc., dated as of January 30, 1998 (incorporated by
reference to Exhibit 10.13 to the registrants Form S-4 filed February 23, 2004)
 
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##### Table of Contents



EXHIBIT INDEX (continued)
  10.18
    
    Joint Operating Agreement by and between The Denver Post Corporation, Eastern Colorado
Production Facilities, Inc., The Denver Newspaper Agency LLP and The Denver Publishing
Company, dated as of May 11, 2000 (incorporated by reference to Exhibit 10.14 to the
registrants Form S-4 filed February 23, 2004)10.19
    
    First Amendment to the Joint Operating Agreement by and among The Denver Post
Corporation, Eastern Colorado Production Facilities, Inc., The Denver Newspaper Agency LLP
and The Denver Publishing Company, dated January 22, 2001 (incorporated by reference to
Exhibit 10.15 to the registrants Form S-4 filed February 23, 2004)10.20
    
    Limited Liability Partnership Agreement of The Denver Newspaper Agency LLP dated as of
January 22, 2001 (incorporated by reference to Exhibit 10.16 to the registrants Form S-4
filed February 23, 2004)10.21
    
    Second Amended and Restated Partnership Agreement for Texas-New Mexico Newspapers
Partnership, a Delaware general partnership, by and among Gannett Texas L.P. and Northwest
New Mexico Publishing Company*10.22
    
    Third Amended and Restated Partnership Agreement for California Newspapers Partnership,
a Delaware General Partnership, by and among West Coast MediaNews LLC; Stephens California
Media; The Sun Company of San Bernardino, California; California Newspapers, Inc.; Media
WestSBC, Inc. and Media WestCNI, Inc., dated as of August 2, 2006*10.23
    
    Purchase Agreement, dated as of April 30, 2004, between Buckner News Alliance, Inc.,
MediaNews Group, Inc., York Newspapers Holdings, LLC, MediaNews Group Interactive and York
Daily Record LLC and related side letter (incorporated by reference to Exhibit 10.20 to the
registrants June 30, 2004 Form 10-K)10.24
    
    Master Restructuring and Purchase Agreement, dated as of May 7, 2004, among Daily
Gazette Company, MediaNews Group, Inc., Charleston Publishing Company and Charleston
Newspapers (incorporated by reference to Exhibit 10.21 to the registrants June 30, 2004
Form 10-K)10.25
    
    Stock Purchase Agreement dated January 4, 2005, by and among MediaNews Group, Inc., as
purchaser, and The Singleton Family Revocable Trust and Peter Bernhard, as sellers
(incorporated by reference to Exhibit 10.1 to the registrants Form 10-Q for the period
ended December 31, 2004)10.26
    
    MediaNews Group, Inc. Career RSU Plan (incorporated by reference to Exhibit 99.1 to the
registrants Form 8-K filed July 5, 2005)10.27
    
    Shareholder Agreement dated as of July 1, 2005, as amended as of September 22, 2005, by
and among MediaNews Group, Inc. and Joseph J. Lodovic, IV (incorporated by reference to
Exhibit 10.24 to the registrants June 30, 2005 Form 10-K)10.28
    
    Agreement dated April 26, 2006 between MediaNews Group, Inc. and The Hearst Corporation
(incorporated by reference to Exhibit 99.3 to the registrants Form 8-K filed May 1, 2006)10.29
    
    Agreement dated April 26, 2006 between MediaNews Group, Inc., Gannett Co., Inc., and
Stephens Group, Inc. (incorporated by reference to Exhibit 99.4 to the registrants Form 8-K
filed May 1, 2006)10.30
    
    Stock Purchase Agreement dated as of August 2, 2006 between MediaNews Group, Inc. and
The Hearst Corporation (incorporated by reference to Exhibit 99.1 to the registrants Form
8-K filed August 8, 2006)21.1
    
    Subsidiaries of MediaNews Group, Inc.*
 
 31




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##### Table of Contents



EXHIBIT INDEX (continued)
  31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**31.2
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**31.3
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002**32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002**
 
 *
    
    Previously filed**
    
    Filed herewith 32




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##### Table of Contents



MEDIANEWS GROUP, INC.Date: March 30, 2007
    By:
    /s/ William Dean SingletonWilliam Dean SingletonVice Chairman, Chief Executive Officer
and DirectorBy:
    /s/ Joseph J. LodovicJoseph J. LodovicPresidentBy:
    /s/Ronald A. MayoRonald A. MayoVice President and Chief Financial
Officer 
 33