**EXHIBIT 10.24**SHAREHOLDER AGREEMENT     This SHAREHOLDER AGREEMENT, dated as of July 1, 2005, between MediaNews Group, Inc., aDelaware corporation (the “Company”), and Joseph J. Lodovic, IV (“Shareholder”), asamended as of September 22, 2005. Capitalized terms used but not defined elsewhere herein aredefined in Section 4.WITNESSETH:     WHEREAS, Shareholder owns approximately 2.53% of the Company’s outstanding common stock; and     WHEREAS, the Company and Shareholder have entered into this Agreement to provide liquidity toShareholder and other Permitted Lodovic Holders under certain circumstances, and to enable theCompany to repurchase Shareholder’s shares of common stock, under certain circumstances.     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Company andShareholder hereby agree as follows:     1. Put and Call.     (a) Following the termination of Shareholder’s employment with the Company (i) on or afterDecember 31, 2009 (for any reason), (ii) upon (A) Shareholder’s death or disability pursuant toSection 5 of the Employment Agreement or (B) the mutual agreement of Shareholder and the Company,(iii) by Shareholder pursuant to clause (a) or (b) of Section 7 of the Employment Agreement, (iv)by the Company in breach of the Employment Agreement, or (v) for any reason upon or following aChange in Control, Shareholder or his estate or legal representatives (as the case may be) shallhave the right to require the Company to purchase all (but not less than all) Eligible Shares,which right shall be exercisable by Shareholder or any Permitted Lodovic Holder upon written noticeto the Company during the one hundred eighty (180) days following such termination. Any purchasepursuant to the prior sentence shall be made at 100% of Fair Market Value of the Eligible Shares sopurchased, provided that in the case of an exercise of the right described in clause (i) of thisSection 1(a) in connection with termination of employment between December 31, 2009 and June 30,2010, the Fair Market Value of 5% of Eligible Shares so purchased shall be determined as of theearlier of (x) July 1, 2010 and (y) the date Shareholder or his estate or legal representatives (asthe case may be) has knowledge of the occurrence of a Change in Control (the “Delayed FairMarket Value”). If the proviso to the preceding sentence is applicable, and the date ofdetermination of the Delayed Fair Market Value is after the date of closing of the purchase, then(i) the purchase price for 100% of Eligible Shares shall be paid at the closing of the purchase asif the Fair Market Value on the date of termination of Employment (the “Initial Fair Market Value”)were the Delayed Fair Market Value, (ii) at the closing 5% of the purchase price shall be depositedin escrow with an escrow agent reasonably acceptable to the Shareholder and the Company, (iii)promptly following determination of the Delayed Fair Market Value, the escrow agent shall pay theamount held in escrow (up to the amount of the Delayed Fair Market Value of 5% of Eligible

 

  2Shares, plus interest as provided below) to Shareholder and, if the amount held in escrow isgreater than the payment to the Shareholder, the escrow agent shall pay the balance to the Company,and (iv) if the amount held in escrow is less than the amount of the Delayed Fair Market Value of5% of Eligible Shares, plus interest as provided below, the Company shall pay to the Shareholderthe amount of the shortfall. The payment to the Shareholders of the portion of the purchase pricepaid to the Shareholder following determination of the Delayed Fair Market Value shall beaccompanied by interest thereon at an annual rate of LIBOR plus 6%. The right of Shareholder orany Permitted Lodovic Holder to require the Company to purchase such Eligible Shares pursuant tothis paragraph (a) shall terminate upon the occurrence of an Eligible IPO unless previouslyexercised.     (b) Following any termination of Shareholder’s employment with the Company other thanterminations described in the preceding paragraph (a) of this Section 1, (i) the Company shall havethe right to purchase all (but not less than all) Eligible Shares, which right shall be exercisableby the Company upon written notice to Shareholder or his estate or legal representatives (as thecase may be) during the one hundred eighty (180) days following such termination, and (ii)Shareholder and Permitted Lodovic Holders shall have the right to require the Company to purchaseall (but not less than all) Eligible Shares, which right shall be exercisable by written noticeduring the one hundred eighty (180) day period commencing on the earlier of (x) July 1, 2010 and(y) the date Shareholder or his estate or legal representatives (as the case may be) has knowledgeof the occurrence of a Change in Control (occurring after the date of termination of Shareholder’semployment with the Company). Any purchase pursuant to the prior sentence shall be made at thefollowing stated percentages of Fair Market Value of the Eligible Shares so purchased: ifShareholder’s employment with the Company terminates on or after December 31, 2009, 100%; fortermination on or after December 31, 2008 and before December 31, 2009, 95%; for termination on orafter December 31, 2007 and before December 31, 2008, 90%; for termination on or after December 31,2006 and before December 31, 2007, 85%; for termination on or after December 31, 2005 and beforeDecember 31, 2006, 80%; and for termination on or after December 31, 2004 and before December 31,2005, 75%. Notwithstanding the foregoing, the percentage of Fair Market Value shall be deemed tobe 100% upon and following the occurrence of a Change in Control.     (c) With regard to any exercise of any right of the Company to purchase Eligible Sharespursuant to clause (i) of the first sentence of Section 1(b) (a “Call Right”), the Companymay, upon written notice accompanying notice of such exercise, elect to pay the exercise price ininstallments, the first of which shall be payable at the closing of the purchase, with subsequentinstallments due on each successive anniversary of the closing (a “Payment Date”). Theamount due on each Payment Date (including the date of the closing of the purchase) shall be (x) anamount determined by multiplying the total purchase price by the percentages specified in the chartbelow or (y) if less, the remaining unpaid balance of the purchase price. For this purpose, theLeverage Ratio shall be determined as of the end of the fiscal quarter of the Company ending atleast 60 days prior to the exercise of the Call Right and each subsequent Payment Date, asapplicable, and without regard to any debt constituting obligations under this Agreement, until allthe Eligible Shares subject to the Call Right are paid for.

 

3   Leverage Ratio Percentage3:1 or less 100%Greater than 3:1 and equal to or less than 3.5:1 60%Greater than 3.5:1 and equal to or less than 4:1 50%Greater than 4.1 and equal to or less than 4.5:1 40%Greater than 4.5:1 and equal to or less than 5:1 30%Greater than 5:1 and equal to or less than 5.5:1 20%Greater than 5.5:1 and equal to or less than 6:1 10%Greater than 6:1 0%     Notwithstanding the foregoing, (x) the percentages in the chart shall all be deemed to be 100%following the first to occur of (i) the occurrence of a Change in Control, (ii) the consummation ofan Eligible IPO, or (iii) January 1, 2010 and (y) all remaining payments of purchase price pursuantto the exercise of a Call Right shall be payable on the first to occur of January 1, 2010, the dateof the occurrence of a Change in Control or the date of consummation of an Eligible IPO occurringafter the exercise of such Purchase Right.     (d) (i) The closing of any purchase of Eligible Shares pursuant to this Section 1 shall(subject to clause (ii) below) take place on the later of (x) the thirtieth day after notice ofexercise of a right of Shareholder to require the Company to purchase Eligible Shares pursuant toparagraphs (a) or (b) of this Section 1 (a “Put Right”) or of a Call Right (Call Rights andPut Rights are referred to collectively as “Purchase Rights”) is given, (y) in the case ofthe exercise of a Put Right, the fifth business day after the condition described in clause (ii) ofthis paragraph (d) is first satisfied and (z) the fifth business day after expiration ortermination of any applicable waiting period under the HSR Act. At any such closing, the EligibleShares shall be delivered to the Company free and clear of all liens, claims and otherencumbrances.          (ii) If, (x) at the time of the exercise of a Put Right, the Leverage Ratio is greater than5:1, then (without limitation of Section 2 below) the consummation of the purchase of EligibleShares shall be deferred until such time as the Leverage Ratio is equal to or less than 5:1(without regard to any debt constituting obligations under this Agreement), or (y) at the time ofpayment of the purchase price pursuant to a Put Right, the purchase by the Company of EligibleShares pursuant to such Put Right would violate Section 160(a) of the General Corporation Law ofthe State of Delaware, then the purchase of such portion of such Eligible Shares as would result insuch violation shall be deferred until such purchase would not so violate such provision,provided that (I) following receipt of notice of the exercise of a Put Right that isaffected by this clause (d)(ii), the Company shall not repurchase any Common Stock (either directlyor thorough any subsidiary or any other Person, but excluding repurchases of shares issued underthe RSU Plan, Section 2 hereof or under Section 10 of the Employment Agreement dated the datehereof between the Company and William Dean Singleton) or pay or declare any dividends or otherdistributions on its Common Stock until the purchase of Eligible Shares pursuant to such Put Righthas been consummated and the entire purchase price therefore paid, (II) in no event shall themaking of any payment be deferred as a result of sub-clause (x) of this clause (d)(ii) beyond thefirst to occur of (a) the third business day following the second anniversary of the exercise ofthe Put Right or (b) the date of the occurrence of a Change in Control or the consummation of aneligible IPO and (III) in the event that this clause (d)(ii) would result in the deferral ofpayment of all or any portion of the purchase price pursuant to a

 

4Put Right, Shareholder by notice to the Company may rescind the exercise of such Put Right(which Put Right may be exercised at a later date in accordance with this Agreement).     (e) (i) The Company and Shareholder agree that from and after the exercise of any PurchaseRight, each shall use their respective commercially reasonable efforts to take or cause to be takenall actions and to do or cause to be done all things necessary, proper or advisable to consummatethe closing thereof, and to cooperate in connection with the foregoing, including using theirrespective commercially reasonable efforts to obtain all approvals that are required to be obtainedunder any legal requirement, to effect all necessary registrations, filings and submissions ofinformation requested by any governmental authority and, subject to paragraph (d)(ii) of thisSection 1, obtain all consents required under agreements binding upon the Company or itssubsidiaries.          (ii) As soon as practicable after the exercise of any Purchase Right, the Company andShareholder will, and will cause their respective affiliates to, prepare and file all documentswith the Federal Trade Commission and the United States Department of Justice (if any) that arerequired to comply with the HSR Act in connection with the transactions contemplated hereby. TheCompany and Shareholder will (and will cause their respective affiliates to) in good faith promptlyfurnish all materials reasonably requested by any of the regulatory agencies having jurisdictionover such filings. The Company and Shareholder will (and will cause their respective affiliatesto) request early termination of the waiting period under the HSR Act. All fees payable to theFederal Trade Commission or the Department of Justice (or otherwise to the U.S. government) inconnection with such filing shall be paid by the Company.     (f) Any payment of the purchase price pursuant to the exercise of a Purchase Right that ismade on a date subsequent to the date it would otherwise be made pursuant to paragraph (d)(i)(whether as a result of paragraph (c) or paragraph (d)(ii) of this Section 1 or for any otherreason) (the “Original Payment Date”) shall accrue interest from the Original Payment Datethrough (but excluding) the date made at an annual rate of LIBOR plus 6%, payable quarterly inarrears on the fifth business day following the end of each calendar quarter.     (g) Nothing in this Section 1 shall be deemed to restrict Shareholder or any Permitted LodovicHolder from selling or otherwise transferring Eligible Shares prior to the exercise of a PurchaseRight. All Eligible Shares transferred to a Permitted Lodovic Holder shall remain subject to theterms and provisions of this Section 1, and Eligible Shares that are transferred to any otherPerson shall not be subject to the terms of this Section 1. Until Eligible Shares are transferredto a Person who is not a Permitted Lodovic Holder, the certificates representing such shares shallbear the following legend (or a legend of similar effect):“THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THEPROVISIONS OF A SHAREHOLDER AGREEMENT. A COPY OF THAT AGREEMENT, AS IT MAY BEAMENDED FROM TIME TO TIME, IS MAINTAINED WITH THE CORPORATE RECORDS OF THE COMPANYAND IS AVAILABLE FOR INSPECTION AT THE EXECUTIVE OFFICES OF THE COMPANY.”

 

5     2. Right to Sell Shares following Disability. Notwithstanding any provision of thisAgreement, in the event that (x) Shareholder’s employment with the Company terminates as a resultof Shareholder’s disability pursuant to the second paragraph of Section 5 of his EmploymentAgreement, or (y) at any time following the termination of Shareholder’s employment with theCompany for any reason Shareholder is or becomes Disabled, Shareholder (or any Permitted LodovicHolder) shall have the right (in the case of the exercise of this right pursuant to clause (y)above, so long as Shareholder remains Disabled) commencing the day that is six months and one dayfollowing termination of employment, to require the Company to purchase Common Stock fromShareholder (or such Permitted Lodovic Holder) from time to time during Shareholder’s lifetime(subject to lawfully available funds) in an aggregate amount not to exceed $1 million in any fiscalyear of the Company, or such lesser amount of Common Stock (if any) as the Company may purchasewithout violating any covenant limiting “restricted payments” contained in any instrument governingdebt of the Company. The purchase price for Common Stock purchased by the Company under thisSection 2 shall be the Fair Market Value of the Common Stock so purchased. Such right shall beexercised by written notice of Shareholder (or such Permitted Lodovic Holder) given to the Company,and may be exercised no more than 2 times in any fiscal year of the Company. The closing of anysuch purchase shall take place within 30 days of the giving of a notice of exercise by Shareholder(or such Permitted Lodovic Holder). The provisions of Section 1(e)(i) shall apply to transactionpursuant to this Section 2 mutatis mutandis. The right of Shareholder or any PermittedLodovic Holder to require the Company to purchase Common Stock pursuant to this Section 2 shallterminate upon the occurrence of an Eligible IPO unless previously exercised.     3. Rules 144 and 144A. If the Company shall have consummated an Eligible IPO, theCompany covenants that it will file the reports required to be filed by it under the Securities Actand the Exchange Act and the rules and regulations adopted by the Commission thereunder, and itwill take such further action as any holder of Eligible Shares may reasonably request, all to theextent required from time to time to enable such holder to sell Eligible Shares withoutregistration under the Securities Act within the limitation of the exemptions provided by (i) Rules144, 144A or Regulation S under the Securities Act, as such rules may be amended from time to time,or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the request ofany holder of Eligible Shares, the Company will deliver to such holder a written statement as towhether it has complied with such requirements and, if not, the specifics thereof.     4. Certain Definitions.     (a) “Average Market Price” per share of Common Stock on any date means the average ofthe daily Closing Prices of Common Stock for the 10 consecutive Trading Days prior to such date.     (b) “Beneficial Owner” and “Beneficially Own” have the meaning ascribedthereto in Rule 13d-3 under the Exchange Act.     (c) “Change in Control” shall be deemed to occur on:          (i) the date that both

 

6      (A) any Person (or other group of Persons acting in concert) with a view to theacquisition, holding or disposition of securities of the Company, becomes, directlyor indirectly, the Beneficial Owner of securities of the Company representing 35% ormore of the voting power of all Voting Securities of the Company, other than byreason of (x) the acquisition of Company securities by the Company or any of itssubsidiaries or any employee benefit plan of the Company or any of its subsidiaries,or (y) the acquisition of Company securities by Permitted Holders, and      (B) Permitted Holders cease to be, directly or indirectly, the BeneficialOwners of Voting Securities of the Company having a voting power equal to or greaterthan that of such Person or group;   (ii) the consummation of a merger or consolidation of the Company with another Personunless      (A) the shareholders of the Company, immediately prior to the merger orconsolidation, Beneficially Own, immediately after the merger or consolidation, shares entitling such shareholders to more than 50% of the voting power of allVoting Securities of the corporation or other entity surviving the merger orconsolidation in substantially the same proportions as their ownership, immediatelyprior to such merger or consolidation, of Voting Securities of the Company; and      (B) the members of the Board of Directors of the Company, immediately prior tothe merger or consolidation, constitute, immediately after the merger orconsolidation, a majority of the board of directors of the Person issuing cash orsecurities in the merger;   (iii) the date on which a majority of the members of the Board of Directors of theCompany consist of persons other than Current Directors;   (iv) the consummation of a sale or other disposition of all or substantially all of theassets of the Company unless:      (A) the shareholders of the Company, immediately prior to such sale or otherdisposition, Beneficially Own, immediately after such sale or other disposition, shares entitling such shareholders to 50% or more of the voting power of all VotingSecurities of the corporation or other entity acquiring such assets in substantiallythe same proportions as their ownership immediately prior to the consummation ofsuch sale or other disposition, of Voting Securities of the Company; and      (B) the members of the Board of Directors of the Company, immediately prior tosuch sale or other disposition, constitute, immediately after the sale or otherdisposition, a majority of the board of directors of the Person acquiring suchassets; or

 

7   (v) the date of approval by the shareholders of the Company of a plan of completeliquidation of the Company.     (d) “Closing Price” means, as applied to Common Stock on any date, the last reportedsales price, regular way, per share of such stock on such day, or if no such sale takes place onsuch day, the average of the closing bid and asked prices, regular way, in each case, as reportedin the principal consolidated transaction reporting system with respect to securities listed on theprincipal national securities exchange on which Common Stock is listed, or if not listed on anational securities exchange, quoted on the national market system of The NASDAQ Stock Market (orany successor or similar system).     (e) “Common Stock” means all common stock of the Company. In the event that theCommon Stock shall be changed into or exchanged for a different number or kind of shares of capitalstock or other securities of the Company or of another corporation or other entity as a result of amerger, consolidation, partial or complete liquidation, sale of assets, distribution tostockholders or otherwise, the Common Stock shall include such different capital stock or othersecurities.     (f) “Consolidated Operating Cash Flow” shall have the meaning specified in the SeniorCredit Facility from time to time, and shall include successor definitions contained therein havinga similar meaning and use therein. It is intended that Consolidated Operating Cash Flow reflectall pro forma adjustments made thereto under the Senior Credit Facility. Furthermore, regardlessof whether an adjustment is made under the Senior Credit Facility, to the extent that a capitalproject that exceeds $2 million in cost and that is expected to result in aggregate cost savings isapproved, for purposes of determining Consolidated Operating Cash Flow appropriate pro formaadjustments shall be made to Consolidated Operating Cash Flow in order that all debt to be incurredto finance such capital expenditure shall be deemed to have been incurred and such cost savingsshall be deemed to be recognized commencing the first day of the four fiscal quarter period endingthe last day of the fiscal quarter ending immediately prior to the approval of such capitalexpenditure for which Required Financial Information has been delivered under the Senior CreditFacility.     (g) “Current Director” shall mean any member of the Board of Directors of the Companyon the date hereof and any member whose nomination or election has been approved by a majority ofCurrent Directors then on the Board of Directors of the Company.     (h) “Disabled” means Executive’s permanent inability to perform the material andsubstantial duties of his regular occupation.     (i) “EBITDA” means, at any date of determination, the Consolidated Operating Cash Flowof the Company for the immediately preceding four fiscal quarters of the Company for which RequiredFinancial Information has been delivered under the Senior Credit Facility.     (j) “Eligible IPO” means (x) a public offering by the Company or its shareholders ofshares of Common Stock pursuant to a registration statement under the Securities Act of 1933 thatresults in (i) aggregate cash proceeds to the Company and selling shareholders of an amount equalto or greater than $50 million (before deduction of underwriting discounts and commissions) and(ii) the listing of Common Stock on any national securities exchange or

 

8quotation on the national market system of The Nasdaq Stock Market (or any successor orsimilar system) or (y) consummation of any transaction that results in (i) the listing of CommonStock on any national securities exchange or quotation on the national market system of The NASDAQStock Market (or any successor or similar system) and (ii) shares Common Stock having a marketvalue of at least $50 million held by Persons that are not “affiliates” of the Company (as suchterm is used in Rule 144 under the Securities Act of 1933).     (k) “Eligible Shares” means all shares of Common Stock as to which both of thefollowing conditions are satisfied: (i) such shares are owned by Shareholder on the date hereof and(ii) continue to be owned by Shareholder or any Lodovic Permitted Holder on the date of terminationof Shareholder’s employment with the Company.     (l) “Employment Agreement” means the Employment Agreement dated the date hereof,between Shareholder and the Company, as in effect from time to time.     (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.     (n) “Fair Market Value” with respect to any Common Stock means the fair market valueof such Common Stock as of the date of exercise of a Purchase Right, or, to the extent provided inSection 1(a), at the time provided in Section 1(a). Prior to the occurrence of Eligible IPO, fairmarket value of a share of Common Stock, on any date, shall be an amount equal to (A)(i) theproduct of the Representative Multiple, multiplied by EBITDA, minus (ii) consolidated long-termdebt of the Company as of such date, divided by (B) the total number of shares of Common Stockoutstanding (including Common Stock issuable (x) pursuant to the Company’s Career RSU Plan to theextent RSUs have vested, (y) under options and rights to purchase Common Stock, determined usingthe treasury stock method, and (z) under securities convertible into Common Stock);provided, however, that in the event that the Fair Market Value does not at anytime reasonably approximate the fair market value of a share of Common Stock, the formula describedabove shall be amended in such manner as the Board of Directors of the Company reasonablydetermines, with the approval of Shareholder (such approval not to be unreasonably withheld), sothat Fair Market Value reasonably approximates such fair market value. Following an Eligible IPO,fair market value of Common Stock shall be the Average Market Price of Common Stock as of the dateof determination, provided that if following an Eligible IPO on the day of determinationCommon Stock is not listed or traded on a national securities exchange or the national marketsystem of The NASDAQ Stock Market (or any successor or similar system) or has not been listed ortraded for the 10 consecutive Trading Days prior to such date, “Average Market Price” shall be theFair Market Value determined pursuant to the first sentence of this definition as if no EligibleIPO has occurred.     (o) “HSR Act” means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, asamended.     (p) “Leverage Ratio” is defined in the Indenture dated as of January 26, 2004 betweenthe Company and The Bank of New York.     (q) “LIBOR” shall mean on any day the weighted average of the “Eurodollar Base Rate”under the Senior Credit Facility (or successor definitions contained therein having a

 

9similar meaning or use therein) applicable to outstanding borrowings of the Company thereunderon such date.     (r) “Multiple” means, at any date of determination for any company, a number equal tothe quotient of (i) long-term debt (as reflected on the most recently available balance sheet ofsuch company) plus market capitalization of such company on such date, divided by (ii) earnings ofsuch company before interest, taxes, depreciation, amortization and any one-time or extraordinaryitems (such as restructuring charges) for the four most recent fiscal quarters of such company forwhich financial statements of such company are available, as determined by the Board.     (s) “Permitted Holders” means (i) each of William Dean Singleton, Richard B. Scudder,Shareholder and their respective spouses, ancestors, siblings, descendants (including children orgrandchildren by adoption) and the descendants of any of their siblings; (ii) in the event of theincompetence or death of any of the Persons described in clause (i), such Person’s estate,executor, administrator, committee or other personal representative, in each case who at anyparticular date shall beneficially own or have the right to acquire, directly or indirectly, therelevant Common Stock; (iii) any trust created for the benefit of the Persons described in clause(i) or (ii) or any trust for the benefit of any such trust; or (iv) any Person controlled by any ofthe Persons described in clause (i), (ii) or (iii). For purposes of this definition, “control,” asused with respect to any Person, shall mean the possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of such Person, whether throughownership of voting securities or by contract or otherwise.     (t) “Permitted Lodovic Holder” means (i) each of Shareholder and his spouse,ancestors, siblings, descendants (including children or grandchildren by adoption) and thedescendants of any of their siblings; (ii) in the event of the incompetence or death of any of thePersons described in clause (i), such Person’s estate, executor, administrator, committee or otherpersonal representative, in each case who at any particular date shall beneficially own or have theright to acquire, directly or indirectly, the relevant Common Stock; (iii) any trust created forthe benefit of the Persons described in clause (i) or (ii) or any trust for the benefit of any suchtrust; or (iv) any Person controlled by any of the Persons described in clause (i), (ii) or (iii).For purposes of this definition, “control,” as used with respect to any Person, shall mean thepossession, directly or indirectly, of the power to direct or cause the direction of the managementand policies of such Person, whether through ownership of voting securities or by contract orotherwise.     (u) “Person” means any individual, corporation, limited liability company,partnership, joint venture, incorporated or unincorporated association, joint-stock company ortrust or other entity of any kind.     (v) “Representative Multiple” shall mean, at any date of determination, the average ofthe Multiples of Gannett Co. Inc., Lee Enterprises Inc., Knight-Ridder, Inc., The McClatchy Co. andJournal Register Co., provided that in the event that any such company shall be acquired or ceaseto be publicly traded, its name shall be deemed to be deleted from this definition and, if as aresult thereof there are less than three companies referred to in this definition, the Board ofDirectors of the Company, with the approval of the Shareholder (not to be unreasonably

 

10withheld), shall select another publicly traded newspaper company, which shall be deemed to beadded to this definition such that this definition refers to three companies.     (w) “Required Financial Information” shall have the meaning specified in the SeniorCredit Facility, and shall include successor definitions therein having a similar meaning and usetherein.     (x) “RSU Plan” means the MediaNews Group, Inc. Career RSU Plan.     (y) “Senior Credit Facility” shall means the Credit Agreement dated as of August 30,2004, among the Company, the Guarantors identified therein, Bank of America, N.A., asAdministrative Agent, and the other financial institutions and lenders identified therein, asamended, substituted, refinanced, renewed or replaced from time to time without regard to theamount of credit extended thereunder or the identity of the borrowers, lenders or agents withrespect thereto.     (z) “Securities Act” means the Securities Act of 1933, as amended.     (aa) “Trading Day” means, as applied to Common Stock, any day on which the principalconsolidated transaction reporting system with respect to securities listed or traded on theprincipal national securities exchange or the national market system of The NASDAQ Stock Market (orany successor or similar system) is open for the trading of securities generally and with respectto which information regarding the sale of securities included therein, or with respect to whichsales information is reported, is generally available.     (bb) “Voting Securities” means, as to a Person, securities of such Person having theright under ordinary circumstances to vote at an election of the Board of Directors (or othergoverning body).     5. Miscellaneous.     (a) Remedies. Any Person having rights under any provision of this Agreement shall beentitled to enforce such rights specifically, to recover damages caused by reason of any breach ofany provision of this Agreement and to exercise all other rights granted by law. The partieshereto agree and acknowledge that money damages may not be an adequate remedy for any breach of theprovisions of this Agreement and that any party may in its sole discretion apply to any court oflaw or equity of competent jurisdiction (without posting any bond or other security) for specificperformance and for other injunctive relief in order to enforce or prevent violation of theprovisions of this Agreement.     (b) Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such manner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be prohibited by or invalid under applicable law, such provision shallbe ineffective only to the extent of such prohibition or invalidity, without invalidating theremainder of this Agreement.     (c) Business Days. If any time period for giving notice or taking action hereunderexpires on a day which is a Saturday, Sunday or legal holiday in the state in which the

 

11Company’s chief-executive office is located, the time period shall automatically be extendedto the business day immediately following such Saturday, Sunday or legal holiday.     (d) Notices. All communications and notices made pursuant to this Agreement shall bein writing and delivered by hand or by fax or sent by a nationally recognized overnight carrier(such as Federal Express) as follows: (i) If to Company, to:MediaNews Group, Inc.