##### 



August 2, 2006




---



##### 



ARTICLE I DEFINITIONS
    
    
    2ARTICLE II THE PARTNERSHIP
    
    
    82.1
    
    Formation
    
    
    82.2
    
    Name
    
    
    92.3
    
    Business Purpose
    
    
    92.4
    
    Registered Office and Agent
    
    
    92.5
    
    Term
    
    
    92.6
    
    Principal Place of Business
    
    
    92.7
    
    The Partners
    
    
    92.8
    
    Fiscal Year
    
    
    102.9
    
    Representations and Warranties of the Parties
    
    
    10ARTICLE III CAPITAL STRUCTURE AND CONTRIBUTIONS
    
    
    103.1
    
    Capital Contributions
    
    
    103.2
    
    No Other Mandatory Capital Contributions
    
    
    123.3
    
    No Right of Withdrawal
    
    
    123.4
    
    Loans by Third Parties
    
    
    13ARTICLE IV CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES
    
    
    134.1
    
    Capital Accounts
    
    
    134.2
    
    Book Allocation
    
    
    134.3
    
    Tax Allocations
    
    
    14ARTICLE V DISTRIBUTIONS
    
    
    155.1
    
    Distributions
    
    
    15ARTICLE VI ACCOUNTING AND REPORTS
    
    
    166.1
    
    Books and Records
    
    
    166.2
    
    Reports to Partners
    
    
    166.3
    
    Annual Tax Returns
    
    
    176.4
    
    Actions in Event of Audit
    
    
    186.5
    
    Tax Elections
    
    
    18ARTICLE VII ACTIONS BY PARTNERS
    
    
    187.1
    
    Meetings
    
    
    187.2
    
    Actions by the Partners
    
    
    18ARTICLE VIII MANAGEMENT
    
    
    198.1
    
    The Management Committee
    
    
    198.2
    
    Removal of Members; Vacancies
    
    
    198.3
    
    Meetings of the Management Committee; Notice
    
    
    208.4
    
    Quorum
    
    
    208.5
    
    Voting
    
    
    208.6
    
    Certain Matters Requiring a Unanimous Vote of the Management Committee
    
    
    208.7
    
    Action by Consent
    
    
    228.8
    
    Executive Officers
    
    
    22
 i




---



##### 



8.9
    
    Provision of Services to Partnership by MediaNews
    
    
    238.10
    
    Partnership Change in Control
    
    
    258.11
    
    MediaNews Change in Control
    
    
    25ARTICLE IX TRANSFER OF PARTNERSHIP INTERESTS; ADDITIONAL AND SUBSTITUTE PARTNERS
    
    
    289.1
    
    Prohibited Transfers
    
    
    289.2
    
    Permitted Transfers by Partners
    
    
    289.3
    
    Substitute Partner
    
    
    299.4
    
    Involuntary Withdrawal by a Partner
    
    
    299.5
    
    Right of First Refusal for Sale of Partnership Interests
    
    
    299.6
    
    Tag-Along Rights Regarding Sales of Partnership Interests
    
    
    319.7
    
    MediaNews Drag-Along Rights
    
    
    329.8
    
    Admission of Additional Partners
    
    
    339.9
    
    Acknowledgment of Pledge of Interests
    
    
    339.10
    
    Rights of First Refusal with Respect to Certain Assets Offered to the Partners
    
    
    34ARTICLE X DISSOLUTION AND LIQUIDATION
    
    
    3410.1
    
    Dissolution
    
    
    3410.2
    
    Election to Continue the Business
    
    
    3610.3
    
    Closing of Affairs
    
    
    36ARTICLE XI AMENDMENT TO AGREEMENT
    
    
    37ARTICLE XII INDEMNIFICATION
    
    
    3712.1
    
    General
    
    
    3712.2
    
    Indemnification Obligations
    
    
    3712.3
    
    Exclusive Remedy
    
    
    4012.4
    
    Third Party Claims
    
    
    4012.5
    
    Other Indemnification Claims
    
    
    41ARTICLE XIII GENERAL PROVISIONS
    
    
    4213.1
    
    Mediation
    
    
    4213.2
    
    Notices
    
    
    4213.3
    
    Confidentiality
    
    
    4313.4
    
    Entire Agreement, Etc
    
    
    4313.5
    
    Construction Principles
    
    
    4313.6
    
    Counterparts
    
    
    4313.7
    
    Severability
    
    
    4413.8
    
    Expenses
    
    
    4413.9
    
    Governing Law and Venue
    
    
    4413.10
    
    Binding Effect
    
    
    4413.11
    
    Additional Documents and Acts
    
    
    4413.12
    
    No Third Party Beneficiary
    
    
    4513.13
    
    Waiver of Jury Trial
    
    
    45
  ii




---



##### 



THIS SECOND AMENDED AND RESTATED PARTNERSHIP AGREEMENT ,




---



##### 



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




---



##### 



Business Day
 Business Plan
 Capital Account
 Capital Contribution
 Capital Expenditure
 Chairman
 Chief Executive Officer
 Chief Financial Officer
 CNP
 CNP Contribution Date
 CNP EBITDA
 CNP Partnership Agreement
 Code
 Contribution Agreement
 3




---



##### 



Depreciation
 Dissolution Committee
 EBITDA
 Election Period provided that provided that
 Executive Officers
 4




---



##### 



Fair Market Value of the Offered Interest
 Fiscal Year
 Formation Date
 GAAP
 Gannett
 Gannett Claim Notice
 Gannett CNP Contribution
 Gannett CNP EBITDA
 Gannett CNP Interest
 Gannett Election Notice
 Gannett TNP EBITDA
 GANSAT
 Indebtedness
 Interest
 5




---



##### 



Involuntary Transfer
 Majority
 MediaNews
 MediaNews Change in Control
 MNG
 MNG Notice
 Partnership Change in Control
 Percentage Interest
 6




---



##### 



Permitted Holders
 Profits Losses
  i
     Regulations
 Substitute Partner
 7




---



##### 



Third Amended and Restated Partnership Agreement
 TNP EBITDA
 Transfer
 Transferee
 Transition Period
 York Indemnity Claim
 York Joint Operating Agreement
 York Limited Partnership Agreement
 York Limited Partnership
 York LLC
 York Partnership Interest
 THE PARTNERSHIP
 Formation
 8




---



##### 



Name
 Business Purpose provided however
 Registered Office and Agent
 Term
 Principal Place of Business
 The Partners
 NAME
    
    RESIDENCEGannett Texas L.P.
    
    c/o Gannett Co., Inc.7950 Jones Branch DriveMcLean, VA 22107Northwest New Mexico Publishing Company
    
    c/o MediaNews Group, Inc,1560 Broadway, Suite 2100Denver, CO 80202
 9




---



##### 



Fiscal Year th
 Representations and Warranties of the Parties
     CAPITAL STRUCTURE AND CONTRIBUTIONS
 Capital Contributions
 Initial Contributions
 10




---



##### 



Additional Capital Contributions; Interest; and Offset provided that
 Capital Contributions Required Under Section 12.2; Interest; and Offset 11
        Other Contributions
 Contribution of Gannett CNP Interest; Increase of Percentage Interest provided however
 No Other Mandatory Capital Contributions
 No Right of Withdrawal
 12




---



##### 



Loans by Third Parties
 CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES
 Capital Accounts
 Book Allocation
 In General
 Profits and Losses
 Special Rules
  13




---



##### 



Tax Allocations
 In General
 Special Rules
 Elimination of Book/Tax Disparities
 14




---



##### 



Tax Credits
 Conformity of Reporting
 DISTRIBUTIONS
 Distributions
   15




---



##### 



ACCOUNTING AND REPORTS
 Books and Records
  provided however
 Reports to Partners
  16




---



##### 



Annual Tax Returns
   17




---



##### 



Actions in Event of Audit
 Tax Elections
 ACTIONS BY PARTNERS
 Meetings
 Actions by the Partners
 18




---



##### 



MANAGEMENT
 The Management Committee
 Number, Appointment and Term of Managers provided however
 Duties and Powers
 Removal of Members; Vacancies
 19




---



##### 



Meetings of the Management Committee; Notice
 Quorum
 Voting
 Certain Matters Requiring a Unanimous Vote of the Management Committee
  pro rata
 20
                 21




---



##### 



Action by Consent
 Executive Officers
   22




---



##### 



Provision of Services to Partnership by MediaNews
  23
       24
         Partnership Change in Control
 MediaNews Change in Control
 In General
 25




---



##### 



provided however provided further
 Gannett Designated Newspapers
 26




---



##### 



Dissolution of the Partnership
 27




---



##### 



TRANSFER OF PARTNERSHIP INTERESTS;  ADDITIONAL AND SUBSTITUTE PARTNERS
 Prohibited Transfers
 Permitted Transfers by Partners
     28




---



##### 



Substitute Partner
    Involuntary Withdrawal by a Partner
 Right of First Refusal for Sale of Partnership Interests
 provided
  29




---



##### 



30




---



##### 



Tag-Along Rights Regarding Sales of Partnership Interests
  31




---



##### 



MediaNews Drag-Along Rights
 provided that 32
       and further provided that
  Admission of Additional Partners
       Acknowledgment of Pledge of Interests
 33




---



##### 



Rights of First Refusal with Respect to Certain Assets Offered to the Partners
 DISSOLUTION AND LIQUIDATION
 Dissolution
   provided however
 34




---



##### 



provided further
  et seq
   35




---



##### 



Election to Continue the Business
 Closing of Affairs
 pro rata
  First
 Second
 Third
 Fourth
 36




---



##### 



AMENDMENT TO AGREEMENT
  INDEMNIFICATION
 General
 Indemnification Obligations
    37




---



##### 



38




---



##### 



39




---



##### 



Exclusive Remedy
 Third Party Claims
 provided however
 40




---



##### 



provided however
 Other Indemnification Claims
 41




---



##### 



GENERAL PROVISIONS
 Mediation
      Notices
 42




---



##### 



Confidentiality
 Entire Agreement, Etc.
 Construction Principles
 Counterparts
 43




---



##### 



Severability
 Expenses
 Governing Law and Venue
 Binding Effect
 Additional Documents and Acts
 44




---



##### 



No Third Party Beneficiary
 Waiver of Jury Trial
  45




---



##### 



Gannett Texas L.P.By:
    
    Gannett Satellite Information Network, Inc.Its General PartnerBy:
    
    /s/ Daniel S. Ehrman, Jr.
    Daniel S. Ehrman, Jr.Authorized RepresentativeNorthwest New Mexico Publishing CompanyBy:
    
    /s/ Joseph J. Lodovic, IV

    Joseph J. Lodovic, IVIts: President
 46




---



##### 



Schedule 13.2
 Addresses for Notices
 Gannett
 
  
 MediaNews
 
  
 47




---



##### 



Exhibit A
 Form of Third Amended and Restated Partnership Agreement  Pursuant to Section 8.11
         [, 20___]




---



##### 



ARTICLE I DEFINITIONS
    
    
    2ARTICLE II THE PARTNERSHIP
    
    
    102.1
    
    Formation
    
    
    102.2
    
    Name
    
    
    102.3
    
    Business Purpose
    
    
    102.4
    
    Registered Office and Agent
    
    
    112.5
    
    Term
    
    
    112.6
    
    Principal Place of Business
    
    
    112.7
    
    The Partners
    
    
    112.8
    
    Fiscal Year
    
    
    112.9
    
    Representations and Warranties of the Parties
    
    
    11ARTICLE III CAPITAL STRUCTURE AND CONTRIBUTIONS
    
    
    123.1
    
    Capital Contributions
    
    
    123.2
    
    No Other Mandatory Capital Contributions
    
    
    143.3
    
    No Right of Withdrawal
    
    
    143.4
    
    Loans by Third Parties
    
    
    14ARTICLE IV CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES
    
    
    144.1
    
    Capital Accounts
    
    
    144.2
    
    Book Allocation
    
    
    154.3
    
    Tax Allocations
    
    
    16ARTICLE V DISTRIBUTIONS
    
    
    175.1
    
    Distributions
    
    
    17ARTICLE VI ACCOUNTING AND REPORTS
    
    
    176.1
    
    Books and Records
    
    
    176.2
    
    Reports to Partners
    
    
    186.3
    
    Annual Tax Returns
    
    
    186.4
    
    Actions in Event of Audit
    
    
    196.5
    
    Tax Elections
    
    
    19ARTICLE VII ACTIONS BY PARTNERS
    
    
    207.1
    
    Meetings
    
    
    207.2
    
    Actions by the Partners
    
    
    20ARTICLE VIII MANAGEMENT
    
    
    208.1
    
    The Management Committee
    
    
    208.2
    
    Removal of Members; Vacancies
    
    
    238.3
    
    Meetings of the Management Committee; Notice
    
    
    238.4
    
    Quorum
    
    
    238.5
    
    Voting
    
    
    248.6
    
    Certain Matters Requiring a Unanimous Vote of the Management Committee
    
    
    248.7
    
    Action by Consent
    
    
    258.8
    
    Executive Officers
    
    
    25




---



##### 



8.9
    
    Provision of Services to Partnership by MediaNews
    
    
    268.10
    
    Partnership Change in Control
    
    
    27ARTICLE IX TRANSFER OF PARTNERSHIP INTERESTS; ADDITIONAL AND SUBSTITUTE PARTNERS
    
    
    289.1
    
    Prohibited Transfers
    
    
    289.2
    
    Permitted Transfers by Partners
    
    
    289.3
    
    Substitute Partner
    
    
    289.4
    
    Involuntary Withdrawal by a Partner
    
    
    299.5
    
    Right of First Refusal for Sale of Partnership Interests
    
    
    299.6
    
    Tag-Along Rights Regarding Sales of Partnership Interests
    
    
    319.7
    
    Admission of Additional Partners
    
    
    329.8
    
    Acknowledgment of Pledge of Interests
    
    
    329.9
    
    Rights of First Refusal with Respect to Certain Assets Offered to the Partners
    
    
    33ARTICLE X DISSOLUTION AND LIQUIDATION
    
    
    3310.1
    
    Dissolution
    
    
    3310.2
    
    Election to Continue the Business
    
    
    3410.3
    
    Closing of Affairs
    
    
    3510.4
    
    Liquidator of the Partnership; In Kind Distribution of Newspapers
    
    
    36ARTICLE XI AMENDMENT TO AGREEMENT
    
    
    37ARTICLE XII INDEMNIFICATION
    
    
    3712.1
    
    General
    
    
    3712.2
    
    Indemnification Obligations
    
    
    3712.3
    
    Exclusive Remedy
    
    
    4012.4
    
    Third Party Claims
    
    
    4012.5
    
    Other Indemnification Claims
    
    
    41ARTICLE XIII GENERAL PROVISIONS
    
    
    4213.1
    
    Mediation
    
    
    4213.2
    
    Notices
    
    
    4213.3
    
    Confidentiality
    
    
    4313.4
    
    Entire Agreement, Etc
    
    
    4313.5
    
    Construction Principles
    
    
    4313.6
    
    Counterparts
    
    
    4413.7
    
    Severability
    
    
    4413.8
    
    Expenses
    
    
    4413.9
    
    Governing Law and Venue
    
    
    4413.10
    
    Binding Effect
    
    
    4513.11
    
    Additional Documents and Acts
    
    
    4513.12
    
    No Third Party Beneficiary
    
    
    4513.13
    
    Waiver of Jury Trial
    
    
    45
 2




---



##### 



THIS THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT ,




---



##### 



DEFINITIONS
 Act
 Additional Capital Contributions
 Additional Contribution Terms
 Additional Partner
 Affiliate
 Agreement
 Available Funds
 2




---



##### 



Book Value
   de minimis
 de minimis
     Business Day
 3




---



##### 



Business Plans
 Capital Account
 Capital Contribution
 Capital Expenditure
 Chairman
 CNP
 CNP Contribution Date
 CNP EBITDA
 CNP Partnership Agreement
 Code
 Contribution Agreement
 Depreciation
 4




---



##### 



Dissolution Committee
 Dissolution Notice
 EBITDA
 Effective Date provided however
 Election Period provided that provided that
 5




---



##### 



Fair Market Value of the Offered Interest
 Fiscal Year
 Formation Date
 GAAP
 Gannett
 Gannett Claim Notice
 Gannett CNP Contribution
 Gannett CNP EBITDA
 Gannett CNP Interest
 Gannett Designated Newspapers
 Gannett Election Notice
 Gannett TNP EBITDA
 6




---



##### 



GANSAT
 Indebtedness
 Interest
 Involuntary Transfer
 Majority
 MediaNews
 MediaNews Change in Control
 MediaNews Newspapers
 7




---



##### 



MNG
 MNG Notice
 Partnership Change in Control
 Percentage Interest
 Permitted Holders
 Profits Losses
  8




---



##### 



i
     Regulations
 Substitute Partner
 TNP EBITDA
 Transfer
 Transferee
 Transition Period
 Transitional Services Agreement
 York Indemnity Claim
 York Joint Operating Agreement
 9




---



##### 



York Limited Partnership Agreement
 York Limited Partnership
 York LLC
 York Partnership Interest
 THE PARTNERSHIP
 Formation
 Name
 Business Purpose provided however
 10




---



##### 



Registered Office and Agent
 Term
 Principal Place of Business
 The Partners
 NAME
    
    RESIDENCEGannett Texas L.P.
    
    c/o Gannett Co., Inc.7950 Jones Branch DriveMcLean, VA 22107TNP Publishing, LLC
    
    c/o MediaNews Group, Inc,1560 Broadway, Suite 2100Denver, CO 80202
 Fiscal Year th
 Representations and Warranties of the Parties
   11
         CAPITAL STRUCTURE AND CONTRIBUTIONS
 Capital Contributions
 Initial Contributions
 Additional Capital Contributions; Interest; and Offset 12
        Capital Contributions Required Under Section 12.2; Interest; and Offset
 Other Contributions
 Contribution of Gannett CNP Interest; Increase of Percentage Interest 13
        No Other Mandatory Capital Contributions
 No Right of Withdrawal
 Loans by Third Parties
 CAPITAL ACCOUNTS; ALLOCATION OF PROFITS AND LOSSES
 Capital Accounts
 14




---



##### 



Book Allocation
 In General
 Profits and Losses
 Special Rules
     15




---



##### 



Tax Allocations
 In General
 Special Rules
 Elimination of Book/Tax Disparities
 Tax Credits
 Conformity of Reporting 16
       DISTRIBUTIONS
 Distributions
   ACCOUNTING AND REPORTS
 Books and Records
  provided however 17
        Reports to Partners
    Annual Tax Returns
 18
          Actions in Event of Audit
 Tax Elections
 19




---



##### 



ACTIONS BY PARTNERS
 Meetings
 Actions by the Partners
 MANAGEMENT
 The Management Committee
 Number, Appointment and Term of Managers 20
       provided however
 Duties and Powers
 Gannett Designated Newspapers
    21
            MediaNews Newspapers
     22
           Removal of Members; Vacancies
 Meetings of the Management Committee; Notice
 Quorum
 23




---



##### 



Voting
 Certain Matters Requiring a Unanimous Vote of the Management Committee
  pro rata
     24
                 Action by Consent
 Executive Officers
 25




---



##### 



Provision of Services to Partnership by MediaNews
  26
         Partnership Change in Control
 27




---



##### 



TRANSFER OF PARTNERSHIP INTERESTS;  ADDITIONAL AND SUBSTITUTE PARTNERS
 Prohibited Transfers
 Permitted Transfers by Partners
       Substitute Partner
 28
          Involuntary Withdrawal by a Partner
 Right of First Refusal for Sale of Partnership Interests
 provided
   29




---



##### 



30




---



##### 



Tag-Along Rights Regarding Sales of Partnership Interests
   31
          Admission of Additional Partners
       Acknowledgment of Pledge of Interests
 32




---



##### 



Rights of First Refusal with Respect to Certain Assets Offered to the Partners
 DISSOLUTION AND LIQUIDATION
 Dissolution
    33




---



##### 



et seq
   Election to Continue the Business
 34




---



##### 



Closing of Affairs
 provided however
  First
 Second
 Third
 Fourth
 35




---



##### 



Liquidator of the Partnership; In Kind Distribution of Newspapers.
  36
        AMENDMENT TO AGREEMENT
  INDEMNIFICATION
 General
 Indemnification Obligations
 37




---



##### 



38




---



##### 



39




---



##### 



Exclusive Remedy
 Third Party Claims
 provided however
 40




---



##### 



provided however
 Other Indemnification Claims
 41




---



##### 



GENERAL PROVISIONS
 Mediation
      Notices
 42




---



##### 



Confidentiality
 Entire Agreement, Etc.
 Construction Principles
 43




---



##### 



Counterparts
 Severability
 Expenses
 Governing Law and Venue
 44




---



##### 



Binding Effect
 Additional Documents and Acts
 No Third Party Beneficiary
 Waiver of Jury Trial
 45




---



##### 



Gannett Texas L.P.By:
    
    Gannett Satellite Information Network, Inc.Its General PartnerBy:Daniel S. Ehrman, Jr.Authorized RepresentativeNorthwest New Mexico Publishing CompanyBy:Ronald A. MayoVice President and Chief Financial Officer
 46




---



##### 



Schedule 1.1(a)
 List of Gannett Designated Newspapers
 
 47




---



##### 



Schedule 1.1(b)
 List of MediaNews Newspapers
 
 48




---



##### 



Schedule 13.2
 Addresses for Notices
 Gannett
 
  
 MediaNews
 
  
 49