Exhibit 10.6**FIFTH AMENDMENT TO CREDIT AGREEMENT**     THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 28,2006, is by and among MediaNews Group, Inc. (the “Borrower”), the guarantors identified onthe signature pages hereto (the “Guarantors”), the Lenders parties hereto and Bank ofAmerica, N.A., and administrative agent for the Lenders (in such capacity, the “AdministrativeAgent”).**RECITALS**     A. The Borrower, the Guarantors, the Lenders and the Administrative Agent entered into thatcertain Credit Agreement dated as of December 30, 2003, as amended pursuant to First Amendment toCredit Agreement dated as of January 20, 2004, as further amended pursuant to Second Amendment toCredit Agreement dated as of April 16, 2004, as further amended pursuant to Third Amendment toCredit Agreement dated as of August 30, 2004 and as further amended pursuant to Fourth Amendment toCredit Agreement dated as of September 8, 2005 (as previously amended, the “Existing CreditAgreement”). Capitalized terms used herein which are not defined herein and which are definedin the Existing Credit Agreement shall have the same meanings as therein defined.     B. The Loan Parties have requested that certain provisions of the Existing Credit Agreement beamended; and     C. The parties hereto have agreed to amend the Existing Credit Agreement as set forth herein.     NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other goodand valuable consideration, the receipt and adequacy of which are hereby acknowledged, the partieshereto agree as follows:**AGREEMENT**     1. Amendments to Existing Credit Agreement. Effective upon satisfaction of theconditions precedent set forth in Section 2 below, the Existing Credit Agreement is herebyamended as follows:     (A) The definition of “Operating Cash Flow” appearing in Section 1.01 of theExisting Credit Agreement is hereby amended and restated in its entirety to read as follows     “Consolidated Operating Cash Flow” means, as of any date ofdetermination with respect to the Borrower and its Restricted Subsidiaries on aconsolidated basis, the following, with respect to the immediately preceding fourfiscal quarters of the Borrower for which the Required Financial Information hasbeen delivered: (A) revenues minus (B) the sum of (i) cost of sales, (ii)management fees, (iii) regularly scheduled payments in respect of the DenverSynthetic Lease and (iv) selling, general and administrative expenses (other thannon-cash expenses accrued under employee compensation and stock ownership plans andpost-retirement executive medical plans) for such period plus (C) dividendsor other distributions received in cash from any Person (other than a JOA or theSalt Lake Printer Entity) not constituting a Restricted Subsidiary hereunder forsuch period plus (D) severance expenses for such period not to exceed (i)$250,000 for the fiscal quarter ended September 30, 2005, (ii) $135,000 for the fiscal quarterended December 31, 2005, (iii) $135,000 for fiscal quarter ended March 31, 2006,
 

 
(iv) $1,335,000 for the fiscal quarter ended June 30, 2006 and (v) $500,000 for thefiscal quarter ended September 30, 2006.     (B) The second paragraph of Section 4.01 of the Existing Credit Agreement ishereby amended and restated in its entirety to read as follows:     Notwithstanding any provision to the contrary contained herein or in any otherof the Loan Documents or Swap Contracts, (a) the obligations of each Guarantor underthis Agreement and the other Loan Documents shall be limited to an aggregate amountequal to the largest amount that would not render such obligations subject toavoidance under the Debtor Relief Laws or any comparable provisions of anyapplicable state law, (b) the liability of Los Angeles Daily News pursuant to thisArticle IV shall be limited to the maximum amount permitted under theGreenco Option Agreement as in effect on the Closing Date and (c) prior to the time,if any, that the California Partnership, TNMP, MNG/Power One Media Holding Company,Inc., the Salt Lake JOA, Utah Media Partners, LLC or any of their respectiveSubsidiaries (including Persons which become Subsidiaries after the Closing Datepursuant to a Permitted Investment) becomes a Wholly Owned Subsidiary, such Personshall not be required to Guarantee all or any portion of the Obligations (or enterinto a Pledge Agreement).     (C) Section 8.19(a) of the Existing Credit Agreement is hereby amended andrestated in its entirety to read as follows:     (a) Consolidated Total Leverage Ratio. Permit the Consolidated TotalLeverage Ratio at any time during a period set forth below to be greater than theratio set forth opposite such period:   **Period** **Ratio**Closing Date through June 30, 2004 6.00 to 1.0July 1, 2004 through June 30, 2005 5.75 to 1.0July 1, 2005 through December 31, 2006 5.50 to 1.0January 1, 2007 through June 30, 2007 5.25 to 1.0July 1, 2007 through June 30, 2008 5.00 to 1.0Thereafter 4.50 to 1.0     (D) Section 8.21 of the Existing Credit Agreement is hereby amended andrestated in its entirety to read as follows:     After the Closing Date, acquire any interest in, or enter into, any JOA (otherthan the New Salt Lake JOA and Utah Media Partners, LLC, interests in which need notbe pledged pursuant to Section 7.04) or the Salt Lake Printer Entity unless(a) the Capital Stock thereof or other interests therein shall be pledged pursuantto the Collateral Documents or (b) the Capital Stock thereof or other intereststherein shall be owned directly by a newly formed corporation or limited liabilitycompany that (i) shall have no assets other than its interest in such JOA or theSalt Lake Printer Entity, (ii) shall have noother liabilities other than its obligations as a Guarantor hereunder and as aholder of its interest in such JOA or the Salt Lake Printer Entity and (iii) shallhave become a Guarantor pursuant to Section 7.04 and the Borrower and itsRestricted Subsidiaries shall have granted a security interest in its interest intheir Capital Stock in such newly formed
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corporation or limited liability company tothe Administrative Agent, for the benefit of the Lenders, in each case, accordancewith Section 7.08.     2. Conditions Precedent. This Amendment shall become effective as of the date hereofupon satisfaction of the following conditions precedent:     (A) Counterparts of Amendment. The Administrative Agent shall have receivedcounterparts of this Amendment, which collectively shall have been duly executed on behalfof each of the Borrower, the Guarantors, and the Required Lenders.     (B) Payment of Fees and Expenses. The Borrower shall have paid all feesrequired to be paid to BAS in connection with this Amendment and all Attorney Costs of theAdministrative Agent to the extent invoiced prior to or on the date hereof.     3. Representations and Warranties. The Borrower hereby represents and warrants to theAdministrative Agent and the Lenders that, after giving effect to this Amendment, (a) therepresentations and warranties set forth in Article VI of the Existing Credit Agreementare, subject to the limitations set forth therein, true and correct in all material respects as ofthe date hereof (except for those which expressly relate to an earlier date) and (b) no Default orEvent of Default exists under the Existing Credit Agreement or any of the other Loan Documents.     4. Reaffirmation of Obligations. Each Loan Party hereby ratifies the Existing CreditAgreement and acknowledges and reaffirms (a) that it is bound by all terms of the Existing CreditAgreement applicable to it and (b) that it is responsible for the observance and full performanceof its respective Obligations. Without limiting the generality of the foregoing sentence, each ofthe Guarantors hereby (x) jointly and severally reaffirms and ratifies its guaranty of theObligations pursuant to Article IV of the Existing Credit Agreement, and (y) jointly andseverally reaffirms and ratifies all agreements set forth in such Collateral Documents securingsuch guaranty, all of which shall in all respects remain in full force and effect and shallcontinue to guarantee and secure any and all of the Obligations, whether now existing or hereafterarising, on the same terms and conditions as are now set forth in such Collateral Documents.     5. References in Other Loan Documents. At such time as this Amendment shall becomeeffective pursuant to the terms of Section 2 above, all references in the Loan Documents to the“Credit Agreement” shall be deemed to refer to the Existing Credit Agreement as amended by thisAmendment.     6. Counterparts/Telecopy. This Amendment may be executed by the parties hereto inseveral counterparts, each of which shall be deemed to be an original and all of which shallconstitute together but one and the same agreement. This Amendment may be transmitted and/orsigned by facsimile. The effectiveness of any such documentsand signatures shall, subject to applicable Law, have the same force and effect as manuallysigned originals and shall be binding on all Loan Parties, the Administrative Agent and theLenders. The Administrative Agent may also require that any such documents and signatures beconfirmed by a manually signed original thereof; provided, however, that thefailure to request or deliver the same shall not limit the effectiveness of any facsimile documentor signature.     7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER ANDGOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
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     8. Successors and Assigns. This Amendment shall be binding upon and inure to thebenefit of the parties hereto and their respective successors and assigns.
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     IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders have caused thisAmendment to be duly executed on the date first above written.              **BORROWER:** MEDIANEWS GROUP, INC.,    a Delaware corporation           By: /s/ Ronald A. Mayo           Name: Ronald A. Mayo    Title: Vice President and Chief Financial Officer         **GUARANTORS:** ALASKA BROADCASTING COMPANY, INC.,