##### 








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ARTICLE I DEFINITIONSARTICLE II THE PARTNERSHIP2.1
    
    Formation
    
    
    72.2
    
    Name
    
    
    82.3
    
    Business Purpose
    
    
    82.4
    
    Registered Office and Agent
    
    
    82.5
    
    Term
    
    
    82.6
    
    Principal Place of Business
    
    
    82.7
    
    Title to Partnership Property
    
    
    82.8
    
    The Partners
    
    
    82.9
    
    Fiscal Year
    
    
    92.10
    
    Representations and Warranties of the Parties
    
    
    9ARTICLE III CAPITAL STRUCTURE AND CONTRIBUTIONS3.1
    
    Capital Contributions
    
    
    103.2
    
    No Other Mandatory Capital Contributions
    
    
    123.3
    
    No Right of Withdrawal
    
    
    123.4
    
    Loans by Third Parties
    
    
    12ARTICLE IV CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES4.1
    
    Capital Accounts
    
    
    124.2
    
    Book Allocation
    
    
    124.3
    
    Tax Allocations
    
    
    13ARTICLE V DISTRIBUTIONS5.1
    
    Distributions
    
    
    14ARTICLE VI ACCOUNTING AND REPORTS6.1
    
    Books and Records
    
    
    156.2
    
    Reports to Partners
    
    
    166.3
    
    Annual Tax Returns
    
    
    166.4
    
    Actions in Event of Audit
    
    
    176.5
    
    Tax Elections
    
    
    18ARTICLE VII ACTIONS BY PARTNERS7.1
    
    Consents and Other Actions by Sun, California Newspapers, MWSBC and MWCNI
    
    
    187.2
    
    Meetings
    
    
    18
 -i-




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7.3
    
    Actions by the Partners
    
    
    18ARTICLE VIII MANAGEMENT8.1
    
    The Management Committee
    
    
    188.2
    
    Removal of Members; Vacancies
    
    
    198.3
    
    Meetings of the Management Committee; Notice
    
    
    198.4
    
    Quorum
    
    
    208.5
    
    Voting
    
    
    208.6
    
    Certain Matters Requiring a Unanimous Vote of the Management Committee
    
    
    208.7
    
    Action by Consent
    
    
    218.8
    
    Executive Officers
    
    
    228.9
    
    Provision of Services to Partnership by MediaNews
    
    
    228.10
    
    MediaNews Change in Control
    
    
    23ARTICLE IX TRANSFER OF PARTNERSHIP INTERESTS; ADDITIONAL AND SUBSTITUTE PARTNERS9.1
    
    Prohibited Transfers
    
    
    249.2
    
    Permitted Transfers by Partners
    
    
    249.3
    
    Substitute Partner
    
    
    249.4
    
    Involuntary Withdrawal by a Partner
    
    
    259.5
    
    Right of First Refusal for Sale of Partnership Interests
    
    
    259.6
    
    Tag-Along Rights Regarding Sales of Partnership Interests
    
    
    279.7
    
    West Coast MediaNews Drag-Along Rights
    
    
    289.8
    
    Admission of Additional Partners
    
    
    299.9
    
    SCM Put Option
    
    
    299.10
    
    Reserved
    
    
    309.11
    
    Partnership Call Option Re Section 9.9 Put Option
    
    
    309.12
    
    Acknowledgment of Pledges of Interests
    
    
    31ARTICLE X DISSOLUTION AND LIQUIDATION10.1
    
    Dissolution
    
    
    3210.2
    
    Election to Continue the Business
    
    
    3310.3
    
    Closing of Affairs
    
    
    33ARTICLE XI AMENDMENT TO AGREEMENTARTICLE XII INDEMNIFICATION12.1
    
    General
    
    
    3412.2
    
    Indemnification Obligations
    
    
    3412.3
    
    Exclusive Remedy
    
    
    3512.4
    
    Third Party Claims
    
    
    3512.5
    
    Other Indemnification Claims
    
    
    36
 -ii-




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##### 



ARTICLE XIII GENERAL PROVISIONS13.1
    
    Mediation
    
    
    3713.2
    
    Notices
    
    
    3713.3
    
    Confidentiality
    
    
    3813.4
    
    Entire Agreement, Etc
    
    
    3813.5
    
    Construction Principles
    
    
    3813.6
    
    Counterparts
    
    
    3813.7
    
    Severability
    
    
    3913.8
    
    Expenses
    
    
    3913.9
    
    Governing Law
    
    
    3913.10
    
    Binding Effect
    
    
    3913.11
    
    Additional Documents and Acts
    
    
    3913.12
    
    No Third Party Beneficiary
    
    
    3913.13
    
    Formation of Subsidiary Limited Partnership
    
    
    39
 Exhibits
 Exhibit 1
    
    Schedule of Certain Partnership Assets and Liabilities Transferred to Subsidiary Limited
Partnership.
 -iii-




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##### 



THIS THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT ,




---



##### 



DEFINITIONS
 Additional Capital Contributions
 Additional Contribution Terms
 Additional Partner
 Affiliate
 Book Value
   de minimis
 de minimis
    2




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##### 



Business Day
 Business Plan
 Capital Account
 Capital Contribution
 Capital Expenditure
 CNP EBITDA
 Code
 Contribution Agreement
 Corporate Expenses of MNG
 3




---



##### 



Depreciation
 Effective Date
 Election Period provided that
 Executive Officers
 Fair Market Value of the Offered Interest
 Fiscal Year
 Formation Date
 GAAP
 4




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##### 



Gannett Election Notice
 Indebtedness
 (i)
    
    the working capital statement described in Section 4.5 of the Contribution
Agreement dated as of March 3, 1999 by and among Garden State Newspapers, Inc. Alameda
Newspapers, Inc., V & P Publishing, Inc., Internet Media Publishing, Inc., DR
Partners, Media West  SBC, Inc. and The Sun Company of San Bernardino, California; or(ii)
    
    the Gannett Newspapers Working Capital Statement as defined in the
Contribution Agreement dated as of September 15, 2000 by and among California
Newspapers, Inc., Media West-CNI, Inc. and California Newspapers Partnership.
 Interest
 Involuntary Transfer
 Majority
 MediaNews Change in Control
 5




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##### 



MNG
 MNG Notice
 Percentage Interest
 Permitted Holders
 Permitted Transfer
 Profits Losses
  i
  6




---



##### 



Regulations
 Subsidiaries
 Substitute Partner
 TNP
 Transfer
 Transferee
 Transition Period
 THE PARTNERSHIP
 Formation.
 7




---



##### 



Name.
 Business Purpose. provided however
 Registered Office and Agent.
 Term.
 Principal Place of Business.
 Title to Partnership Property.
 The Partners.
 NAME
    
    RESIDENCEWest Coast MediaNews
    
    c/o MediaNews Group, Inc.1560 Broadway, Suite 2100Denver, CO 80202SCM
    
    c/o Stephens Group, Inc.11 Center Street, Suite 2500Little Rock, AR 72201-4430
 8




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##### 



NAME
    
    RESIDENCESun
    
    c/o Gannett Co., Inc.7950 Jones Branch DriveMcLean, VA 22107California Newspapers
    
    c/o Gannett Co., Inc.7950 Jones Branch DriveMcLean, VA 22107MWSBC
    
    50 W. Liberty StreetSuite 802Reno, NV 89501MWCNI
    
    50 W. Liberty StreetSuite 802Reno, NV 89501
 Fiscal Year.
 Representations and Warranties of the Parties.
     9




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##### 









CAPITAL STRUCTURE AND CONTRIBUTIONS


Capital Contributions.


Initial Contributions


Additional Capital Contributions 10




---



##### 



Capital Contributions Required Under Section 12.2
 Other Contributions
 11




---



##### 



No Other Mandatory Capital Contributions.
 No Right of Withdrawal.
 Loans by Third Parties.
 CAPITAL ACCOUNTS;  ALLOCATION OF PROFITS AND LOSSES
 Capital Accounts.
 Book Allocation.
 In General
 Profits and Losses 12
        Special Rules
     Tax Allocations.
 In General 13
        Special Rules
 Elimination of Book/Tax Disparities
 Tax Credits
 Conformity of Reporting
 DISTRIBUTIONS
 Distributions.
 14
         ACCOUNTING AND REPORTS
 Books and Records.
  provided however 15
       Reports to Partners.
      Annual Tax Returns.
 16
      Actions in Event of Audit.
 17
      Tax Elections.
 ACTIONS BY PARTNERS
 Consents and Other Actions by Sun, California Newspapers, MWSBC and MWCNI.
 Meetings.
 Actions by the Partners.
 MANAGEMENT
 The Management Committee.
 Number, Appointment and Term of Managers
 18
        Duties and Powers
 Partner Consultation Rights
 Removal of Members; Vacancies.
 Meetings of the Management Committee; Notice.
 19




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##### 



Quorum.
 Voting.
 Certain Matters Requiring a Unanimous Vote of the Management Committee.
  pro rata
    20




---



##### 



Action by Consent.
 21




---



##### 



Executive Officers.
      Provision of Services to Partnership by MediaNews.
 22




---



##### 



provided however
 MediaNews Change in Control.
  provided however 23
        TRANSFER OF PARTNERSHIP INTERESTS;  ADDITIONAL AND SUBSTITUTE PARTNERS
 Prohibited Transfers.
 Permitted Transfers by Partners
       Substitute Partner.
 24
         Involuntary Withdrawal by a Partner.
 Right of First Refusal for Sale of Partnership Interests.
 provided
   25
            26




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##### 



Tag-Along Rights Regarding Sales of Partnership Interests.
    27




---



##### 



West Coast MediaNews Drag-Along Rights.
 provided that and further provided that
 28
        Admission of Additional Partners.
       SCM Put Option.
 provided however
 29
         Reserved.
 Partnership Call Option Re Section 9.9 Put Option.
  provided however 30
         Acknowledgment of Pledges of Interests.
  31
       DISSOLUTION AND LIQUIDATION
 Dissolution.
   provided however
 et seq
  32
        Election to Continue the Business.
 Closing of Affairs.
 pro rata
  First
 Second
 Third
 Fourth
 33




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##### 



AMENDMENT TO AGREEMENT
  INDEMNIFICATION
 General.
 Indemnification Obligations.
      34




---



##### 



Exclusive Remedy.
 Third Party Claims.
  35




---



##### 



provided however
 Other Indemnification Claims.
 36




---



##### 



GENERAL PROVISIONS
 Mediation.
      Notices.
 37




---



##### 



Confidentiality.
 Entire Agreement, Etc.
 Construction Principles.
 Counterparts.
 38




---



##### 



Severability.
 Expenses.
 Governing Law.
 Binding Effect.
 Additional Documents and Acts.
 No Third Party Beneficiary.
 Formation of Subsidiary Limited Partnership.
 39




---



##### 



40




---



##### 



West Coast MediaNews LLCBy:
    
    /s/ Joseph J. Lodovic, IV

Joseph J. Lodovic, IVIts: PresidentStephens California Media LLCBy:
    
    SF Holding Corp.By:
    
    /s/ Jackson Farrow, Jr.

Jackson Farrow, Jr.Sr. Vice PresidentThe Sun Company ofSan Bernardino, CaliforniaBy:
    
    /s/ Daniel S. Ehrman, Jr.

Daniel S. Ehrman, Jr.Authorized RepresentativeCalifornia Newspapers, Inc.By:
    
    /s/ Daniel S. Ehrman, Jr.

Daniel S. Ehrman, Jr.Authorized RepresentativeMedia West-SBC, Inc.By:
    
    /s/ Brooks Johnson

Brooks JohnsonPresidentMedia West-CNI, Inc.By:
    
    /s/ Brooks Johnson

Brooks JohnsonPresident
 41