##### 



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, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 033-75156
 MEDIANEWS GROUP, INC.
  Delaware
    
    76-0425553(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)1560 Broadway, Denver, Colorado
    
    80202(Address of principal executive offices)
    
    (Zip Code)
  NONE
 NONE
 o þ
 þ o
 þ o o þ *
 þ
  o o þ
 o þ
    None




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##### 



Deseret Morning News The Salt Lake Tribune Deseret
Morning News, The Salt Lake Tribune Deseret
Morning News The Salt Lake Tribune Deseret Morning News.
 Item 15. and Exhibits Financial Statement Schedules
 (a)
    
    The following financial statements and exhibits are filed as part of this
report
 1.
    
    Newspaper Agency Corporation Financial Statements
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)
Independent Auditors Report (KPMG LLP)
Balance sheets December 31, 2005 and 2004
Statements of earnings and retained earnings (accumulated deficit) for the years
ended December 31, 2005, 2004 and 2003
Statements of cash flows for the years ended December 31, 2005, 2004 and 2003
Notes to financial statements3.
    
    Exhibits
See accompanying index to exhibits on page 20.
 2




---



##### 



NEWSPAPER AGENCY CORPORATION
 
 3




---



##### 



NEWSPAPER AGENCY CORPORATION
 
 Table of Contents
 PageReport of Independent Registered Public Accounting Firm (Ernst & Young LLP)
    
    
    5Independent Auditors Report (KPMG LLP)
    
    
    6Financial Statements:Balance Sheets
    
    
    7Statements of Earnings and Retained Earnings (Accumulated Deficit)
    
    
    9Statements of Cash Flows
    
    
    10Notes to Financial Statements
    
    
    11
 4




---



##### 



Report of Independent Registered Public Accounting Firm
 
    /s/ Ernst & Young LLP
 
 5




---



##### 



Independent Auditors Report
 
    /s/KPMG LLP
 
 6




---



##### 



December 312005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    218,857
    
    
    $
    221,766Restricted cash
    
    
    643,960
    
    
    
    634,056Receivables:Trade accounts:Advertising
    
    
    16,140,178
    
    
    
    14,381,370Circulation
    
    
    1,137,060
    
    
    
    1,137,446Principals
    
    
    1,894,399
    
    
    
    5,935,900Other
    
    
    726,651
    
    
    
    385,318Less allowance for doubtful receivables
    
    
    (523,867
    )
    
    
    (460,070
    )Net receivables
    
    
    19,374,421
    
    
    
    21,379,964Inventories
    
    
    1,711,516
    
    
    
    2,121,184Prepaid expenses
    
    
    893,842
    
    
    
    862,646Total current assets
    
    
    22,842,596
    
    
    
    25,219,616Cash value of life insurance, net
    
    
    282,913
    
    
    
    276,008Net prepaid pension costs
    
    
    9,463,088
    
    
    
    10,014,616Other assets
    
    
    81,986
    
    
    
    80,647Total other assets
    
    
    9,827,987
    
    
    
    10,371,271Total assets
    
    $
    32,670,583
    
    
    $
    35,590,887
 See accompanying notes.
 7




---



##### 



December 312005
    
    
    2004Liabilities and stockholders equityCurrent liabilities:Accounts payable
    
    $
    2,639,110
    
    
    $
    2,559,756Accrued salaries and benefits
    
    
    4,078,367
    
    
    
    3,703,527Deferred subscription and advertising revenue
    
    
    5,301,143
    
    
    
    4,222,016Compensation to Principals
    
    
    2,460,808
    
    
    
    7,861,445Other liabilities
    
    
    1,652,954
    
    
    
    1,459,743Total current liabilities
    
    
    16,132,382
    
    
    
    19,806,487Postretirement and postemployment benefit liabilities
    
    
    6,277,887
    
    
    
    6,351,818Compensation to Principals associated with
net prepaid pension costs
    
    
    9,131,180
    
    
    
    9,663,753Total liabilities
    
    
    31,541,449
    
    
    
    35,822,058Stockholders equity:Common stock, $100 par value/100 shares authorized,
issued, and outstanding
    
    
    10,000
    
    
    
    10,000Retained earnings (deficit)
    
    
    1,119,134
    
    
    
    (241,171
    )Total stockholders equity (deficit)
    
    
    1,129,134
    
    
    
    (231,171
    )Total liabilities and stockholders equity
    
    $
    32,670,583
    
    
    $
    35,590,887
 See accompanying notes.
 8




---



##### 



Years Ended December 312005
    
    
    2004
    
    
    2003Revenues, net of commissions, rebates
and discounts:Advertising
    
    $
    118,426,359
    
    
    $
    114,706,635
    
    
    $
    104,416,220Circulation
    
    
    28,234,440
    
    
    
    28,079,362
    
    
    
    28,106,588Other
    
    
    2,681,585
    
    
    
    2,462,467
    
    
    
    2,241,436149,342,384
    
    
    
    145,248,464
    
    
    
    134,764,244Cost and expenses:Cost of sales
    
    
    59,297,917
    
    
    
    58,227,662
    
    
    
    56,427,770Selling, general, and administrative
    
    
    30,169,618
    
    
    
    30,327,987
    
    
    
    25,054,406Principals compensation
    
    
    57,787,611
    
    
    
    54,724,072
    
    
    
    51,430,433147,255,146
    
    
    
    143,279,721
    
    
    
    132,912,609Earnings before income taxes
    
    
    2,087,238
    
    
    
    1,968,743
    
    
    
    1,851,635Income tax expense
    
    
    (726,933
    )
    
    
    (766,987
    )
    
    
    (818,251
    )Net earnings
    
    
    1,360,305
    
    
    
    1,201,756
    
    
    
    1,033,384(Accumulated deficit) retained earnings at
beginning of year
    
    
    (241,171
    )
    
    
    9,782,073
    
    
    
    8,748,689Distributions of retained earnings to Principals
    
    
    
    
    
    
    (11,225,000
    )
    
    
    Retained earnings (accumulated deficit)
at end of year
    
    $
    1,119,134
    
    
    $
    (241,171
    )
    
    $
    9,782,073
 See accompanying notes.
 9




---



##### 



Years Ended December 312005
    
    
    2004
    
    
    2003Operating activitiesNet earnings
    
    $
    1,360,305
    
    
    $
    1,201,756
    
    
    $
    1,033,384Adjustments to reconcile net earnings to net cash
provided by operating activities:Provision for losses on receivables
    
    
    1,195,337
    
    
    
    976,334
    
    
    
    674,449Deferred income tax benefit
    
    
    
    
    
    
    
    
    
    
    (189,278
    )Changes in operating assets and liabilities:Advertising receivables
    
    
    (2,373,480
    )
    
    
    (1,799,895
    )
    
    
    (218,049
    )Circulation receivables
    
    
    (516,482
    )
    
    
    (351,670
    )
    
    
    (617,847
    )Receivable from Principals
    
    
    4,041,501
    
    
    
    (1,958,909
    )
    
    
    (2,760,936
    )Other receivables
    
    
    (341,333
    )
    
    
    (32,764
    )
    
    
    (82,071
    )Inventories
    
    
    409,668
    
    
    
    (167,615
    )
    
    
    144,770Prepaid expenses
    
    
    (31,196
    )
    
    
    (269,298
    )
    
    
    (105,510
    )Cash value of life insurance, net
    
    
    (6,905
    )
    
    
    66,615
    
    
    
    23,844Net prepaid pension costs
    
    
    551,528
    
    
    
    610,986
    
    
    
    608,953Other assets
    
    
    (1,339
    )
    
    
    (57,297
    )
    
    
    Accounts payable
    
    
    79,354
    
    
    
    (292,197
    )
    
    
    208,285Accrued salaries and benefits
    
    
    374,840
    
    
    
    639,675
    
    
    
    (23,734
    )Deferred subscription and advertising revenue
    
    
    1,079,127
    
    
    
    1,765,712
    
    
    
    45,220Compensation to Principals
    
    
    (5,400,637
    )
    
    
    7,820,617
    
    
    
    2,140,202Income taxes payable
    
    
    
    
    
    
    (1,222,366
    )
    
    
    1,222,366Other liabilities
    
    
    193,211
    
    
    
    1,128,071
    
    
    
    230,585Postretirement and postemployment
benefit liabilities
    
    
    (73,931
    )
    
    
    2,684,836
    
    
    
    150,530Compensation to Principals associated
with net prepaid pension costs
    
    
    (532,573
    )
    
    
    (589,604
    )
    
    
    (587,988
    )Net cash provided by operating activities
    
    
    6,995
    
    
    
    10,152,987
    
    
    
    1,897,175Investing activitiesChange in restricted cash
    
    
    (9,904
    )
    
    
    (634,056
    )
    
    
    Net cash used in investing activities
    
    
    (9,904
    )
    
    
    (634,056
    )
    
    
    Financing activitiesDistributions to Principals from retained earnings
    
    
    
    
    
    
    (11,225,000
    )
    
    
    Net cash used in financing activities
    
    
    
    
    
    
    (11,225,000
    )
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    (2,909
    )
    
    
    (1,706,069
    )
    
    
    1,897,175Cash and cash equivalents at beginning of year
    
    
    221,766
    
    
    
    1,927,835
    
    
    
    30,660Cash and cash equivalents at end of year
    
    $
    218,857
    
    
    $
    221,766
    
    
    $
    1,927,835
 See accompanying notes.
 10




---



##### 



NEWSPAPER AGENCY CORPORATION
   1. Organization and Business
  The Salt
Lake Tribune The Deseret Morning News
 The Salt Lake Tribune The Deseret Morning News
 2. Summary of Significant Accounting Policies and Other Matters
 Cash Equivalents
  11




---



##### 



NEWSPAPER AGENCY CORPORATION
   Trade Accounts Receivable
   Inventories
   2005
    
    
    2004Newsprint
    
    $
    1,363,639
    
    
    $
    1,716,947Supplies and parts
    
    
    347,877
    
    
    
    404,237$
    1,711,516
    
    
    $
    2,121,184
  Revenue Recognition
 Revenue Recognition Revenue Arrangements with Multiple Deliverables
 12




---



##### 



NEWSPAPER AGENCY CORPORATION
    Advertising Costs
  Income Taxes
   Use of Estimates
  Employee Labor Arrangements
  13




---



##### 



NEWSPAPER AGENCY CORPORATION
   3. Related-Party Transactions and Balances
  2005
    
    
    2004Current receivables from Principals (balance sheet):Kearns-Tribune, LLC
    
    $
    730,091
    
    
    $
    916,679Deseret News Publishing Company
    
    
    1,157,548
    
    
    
    721,225Kearns-Tribune, LLC new facility
    
    
    3,916
    
    
    
    2,492,838Deseret News Publishing Company new facility
    
    
    2,844
    
    
    
    1,805,158$
    1,894,399
    
    
    $
    5,935,900
 2005
    
    
    2004Compensation to Principals (balance sheet):Kearns-Tribune, LLC
    
    $
    1,499,898
    
    
    $
    4,623,705Deseret News Publishing Company
    
    
    960,910
    
    
    
    3,237,740$
    2,460,808
    
    
    $
    7,861,445
 2005
    
    
    2004Compensation to Principals associated with net
prepaid pension costs (balance sheet):Kearns-Tribune, LLC
    
    $
    5,296,084
    
    
    $
    5,604,977Deseret News Publishing Company
    
    
    3,835,096
    
    
    
    4,058,776$
    9,131,180
    
    
    $
    9,663,753
 2005
    
    
    2004
    
    
    2003Principals compensation (statement
of earnings):Kearns-Tribune, LLC
    
    $
    33,617,398
    
    
    $
    31,926,046
    
    
    $
    29,981,053Deseret News Publishing Company
    
    
    24,170,213
    
    
    
    22,798,026
    
    
    
    21,449,380$
    57,787,611
    
    
    $
    54,724,072
    
    
    $
    51,430,433
  14




---



##### 



NEWSPAPER AGENCY CORPORATION
   4. Employee Benefit Plans
 Pension Plan
   2005
    
    
    2004Benefit obligation at beginning of year
    
    $
    27,269,459
    
    
    $
    25,966,828Service cost
    
    
    1,000,616
    
    
    
    1,222,817Interest cost
    
    
    1,569,395
    
    
    
    1,621,182Actuarial loss
    
    
    1,695,586
    
    
    
    1,294,825Benefits paid
    
    
    (2,270,134
    )
    
    
    (2,836,193
    )Benefit obligation at end of year
    
    $
    29,264,922
    
    
    $
    27,269,459Fair value of plan assets at beginning of year
    
    $
    31,233,536
    
    
    $
    32,616,453Actual return on plan assets
    
    
    1,533,067
    
    
    
    2,248,276Benefits paid
    
    
    (2,270,134
    )
    
    
    (2,836,193
    )Transfers to retiree health care plan
    
    
    
    
    
    
    (795,000
    )Fair value of plan assets at end of year
    
    $
    30,496,469
    
    
    $
    31,233,536Funded status of plan
    
    $
    1,231,547
    
    
    $
    3,964,077Unrecognized net loss
    
    
    8,231,541
    
    
    
    6,050,539Net prepaid benefit cost
    
    $
    9,463,088
    
    
    $
    10,014,616Weighted-average assumption as of December 31:Discount rate
    
    
    5.50
    %
    
    
    6.00
    %Expected return on plan assets
    
    
    8.00
    
    
    
    8.00Rate of compensation increase
    
    
    3.50
    
    
    
    4.00
  2005
    
    
    2004
    
    
    2003Service cost
    
    $
    1,000,616
    
    
    $
    1,222,817
    
    
    $
    985,482Interest cost
    
    
    1,569,395
    
    
    
    1,621,182
    
    
    
    1,561,858Expected return on assets
    
    
    (2,389,481
    )
    
    
    (2,574,303
    )
    
    
    (2,415,316
    )Net actuarial loss recognition
    
    
    370,997
    
    
    
    106,218
    
    
    
    141,857Transition asset recognition
    
    
    
    
    
    
    (559,927
    )
    
    
    (559,928
    )Net periodic pension expense (benefit)
    
    $
    551,527
    
    
    $
    (184,013
    )
    
    $
    (286,047
    )
 15




---



##### 



NEWSPAPER AGENCY CORPORATION
    2005
    
    
    2004Equity securities
    
    
    72.56
    %
    
    
    67.20
    %Debt securities
    
    
    25.64
    
    
    
    30.53Other
    
    
    1.80
    
    
    
    2.27100.00
    %
    
    
    100.00
    %
   During the year ended December 31:2006
    
    $
    1,297,2422007
    
    
    2,102,1632008
    
    
    1,858,8372009
    
    
    2,349,7632010
    
    
    2,517,1742011 through 2015
    
    
    15,311,950
 Postretirement Health Plan
  2005
    
    
    2004Benefit obligation at beginning of year
    
    $
    8,309,491
    
    
    $
    11,467,588Service cost
    
    
    
    
    
    
    104,633Interest cost
    
    
    514,467
    
    
    
    594,360Actuarial gain
    
    
    (645,087
    )
    
    
    (350,724
    )Benefits paid
    
    
    (734,982
    )
    
    
    (799,181
    )Amendment
    
    
    
    
    
    
    353,098Curtailment
    
    
    
    
    
    
    (3,060,283
    )Benefit obligation at end of year
    
    $
    7,443,889
    
    
    $
    8,309,491
 16




---



##### 



NEWSPAPER AGENCY CORPORATION
   2005
    
    
    2004Fair value of plan assets at beginning of year
    
    $
    
    
    
    $
    Transfers from defined benefit pension plan
    
    
    
    
    
    
    795,000Employer contributions
    
    
    734,982
    
    
    
    4,181Benefits paid
    
    
    (734,982
    )
    
    
    (799,181
    )Fair value of plan assets at end of year
    
    $
    
    
    
    $
    Funded status of plan
    
    $
    (7,443,889
    )
    
    $
    (8,309,491
    )Unrecognized actuarial loss
    
    
    1,615,274
    
    
    
    2,483,438Accrued postretirement cost
    
    $
    (5,828,615
    )
    
    $
    (5,826,053
    )Weighted-average assumption as of December 31:Discount rate
    
    
    5.50
    %
    
    
    6.00
    %
    2005
    
    
    2004
    
    
    2003Service cost
    
    $
    
    
    
    $
    104,633
    
    
    $
    178,244Interest cost
    
    
    514,467
    
    
    
    594,360
    
    
    
    705,874Amortization of unrecognized actuarial loss
    
    
    223,078
    
    
    
    136,617
    
    
    
    117,878Amortization of prior service cost
    
    
    
    
    
    
    (297,768
    )
    
    
    (623,716
    )Amortization of net transition obligation
    
    
    
    
    
    
    400,000
    
    
    
    800,000Net benefit cost
    
    $
    737,545
    
    
    $
    937,842
    
    
    $
    1,178,280
 17




---



##### 



NEWSPAPER AGENCY CORPORATION
    1-Percentage Point
    
    
    1-Percentage PointIncrease
    
    
    DecreaseEffect on total service and interest cost components
    
    $
    38,138
    
    
    $
    33,997Effect on accumulated benefits obligation
    
    
    550,765
    
    
    
    493,016
  Net of Part D Subsidy
    
    
    GrossDuring the year ended December 31:2006
    
    $
    730,525
    
    
    $
    822,7062007
    
    
    741,398
    
    
    
    837,1192008
    
    
    730,054
    
    
    
    830,4502009
    
    
    714,340
    
    
    
    819,0872010
    
    
    705,267
    
    
    
    811,6882011 through 2015
    
    
    3,131,109
    
    
    
    3,667,607
  Other Plans
  18




---



##### 



NEWSPAPER AGENCY CORPORATION
    5. Commitments
   Year ended December 31:2006
    
    $
    573,4622007
    
    
    264,8162008
    
    
    116,1842009
    
    
    20,373$
    974,835
   6. Contingencies
   19




---



##### 



EXHIBIT INDEX
  3.1
    
    Third Amended and Restated Certificate of Incorporation*3.2
    
    Amended and Restated Bylaws of MediaNews Group, Inc.*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)
 
 20




---



##### 



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*10.6
    
    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)10.7
    
    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*10.8
    
    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)10.9
    
    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)10.10
    
    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)10.11
    
    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)10.12
    
    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)10.13
    
    Amendment and Restatement of Agreement, by and between Kearns-Tribune, LLC and Deseret
News Publishing Company, dated as of January 2, 2001 (incorporated by reference to Exhibit
10.10 to the registrants Form S-4 filed February 23, 2004)10.14
    
    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)10.15
    
    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)
 
 21




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##### 



EXHIBIT INDEX (continued)
  10.16
    
    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)10.17
    
    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)10.18
    
    Amended and Restated Partnership Agreement for Texas-New Mexico Newspapers
Partnership, by and among Gannett Texas L.P. and New Mexico-Texas MediaNews LLC, dated
March 21, 2003 (incorporated by reference to Exhibit 10.17 to the registrants Form S-4
filed February 23, 2004)10.19
    
    Second Amended and Restated Partnership Agreement for California Newspapers
Partnership, a Delaware General Partnership, by and among West Coast MediaNews LLC; Donrey
Newspapers LLC; The Sun Company of San Bernardino, California; California Newspapers, Inc.;
Media WestSBC, Inc. and MediaWestCNI, Inc., dated as of May 30, 2003 (incorporated by
reference to Exhibit 10.18 to the registrants Form S-4 filed February 23, 2004)10.20
    
    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)10.21
    
    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)10.22
    
    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)10.23
    
    MediaNews Group, Inc. Career RSU Plan (incorporated by reference to Exhibit 99.1 to
the registrants Form 8-K filed July 5, 2005)10.24
    
    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*21.1
    
    Subsidiaries of MediaNews Group, Inc.*31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
 
 22




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##### 



EXHIBIT INDEX (continued)
  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 23




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##### 



MEDIANEWS GROUP, INC.Date: March 30, 2006
    
    By:
    
    /s/ William Dean Singleton

William Dean SingletonVice Chairman, Chief Executive Officer
and DirectorBy:
    
    /s/ Joseph J. LodovicJoseph J. Lodovic
PresidentBy:
    
    /s/Ronald A. MayoRonald A. Mayo

Vice President and Chief Financial Officer
 24




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##### 



EXHIBIT INDEX
 Exhibits
    
    Descriptions3.1
    
    Third Amended and Restated Certificate of Incorporation*3.2
    
    Amended and Restated Bylaws of MediaNews Group, Inc.*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)
 
 25




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##### 



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*10.6
    
    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)10.7
    
    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*10.8
    
    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)10.9
    
    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)10.10
    
    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)10.11
    
    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)10.12
    
    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)10.13
    
    Amendment and Restatement of Agreement, by and between Kearns-Tribune, LLC and Deseret
News Publishing Company, dated as of January 2, 2001 (incorporated by reference to Exhibit
10.10 to the registrants Form S-4 filed February 23, 2004)10.14
    
    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)10.15
    
    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)
 
 26




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##### 



EXHIBIT INDEX (continued)
  10.16
    
    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)10.17
    
    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)10.18
    
    Amended and Restated Partnership Agreement for Texas-New Mexico Newspapers
Partnership, by and among Gannett Texas L.P. and New Mexico-Texas MediaNews LLC, dated
March 21, 2003 (incorporated by reference to Exhibit 10.17 to the registrants Form S-4
filed February 23, 2004)10.19
    
    Second Amended and Restated Partnership Agreement for California Newspapers
Partnership, a Delaware General Partnership, by and among West Coast MediaNews LLC; Donrey
Newspapers LLC; The Sun Company of San Bernardino, California; California Newspapers, Inc.;
Media WestSBC, Inc. and MediaWestCNI, Inc., dated as of May 30, 2003 (incorporated by
reference to Exhibit 10.18 to the registrants Form S-4 filed February 23, 2004)10.20
    
    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)10.21
    
    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)10.22
    
    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)10.23
    
    MediaNews Group, Inc. Career RSU Plan (incorporated by reference to Exhibit 99.1 to
the registrants Form 8-K filed July 5, 2005)10.24
    
    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*21.1
    
    Subsidiaries of MediaNews Group, Inc.*31.1
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
 
 27




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##### 



EXHIBIT INDEX (continued)
  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 28