exv10w12



 





Exhibit 10.12




SECOND AMENDED AND RESTATED




JOINT OPERATING AGREEMENT




BY AND AMONG




YORK PARTNERSHIP HOLDINGS, LLC,




A DELAWARE LIMITED LIABILITY COMPANY,




THE YORK NEWSPAPER COMPANY,




A PENNSYLVANIA GENERAL PARTNERSHIP,




YORK NEWSPAPERS HOLDINGS, L.P.,




A DELAWARE LIMITED PARTNERSHIP




AND




YORK DISPATCH PUBLISHING COMPANY, LLC,




A DELAWARE LIMITED LIABILITY COMPANY




JUNE 30, 2007





 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	I.	 	THE LIMITED PARTNERSHIP	 	 	3	 
	 
	 	A.	 	Formation	 	 	3	 
	 
	 	B.	 	General Partnership Interests of YNI	 	 	3	 
	 
	 	C.	 	General Partnership Interests of YNHI	 	 	4	 
	 
	 	D.	 	Limited Partnership Interest of YDPC	 	 	4	 
	 
	 	E.	 	Nature of Partnership Contribution	 	 	4	 
	 
	 	F.	 	Merger of YNI and YNHI into PNIP; Transfer of General Partnership Interest in the Limited Partnership to YPHLLC	 	 	4	 
	 
	 	G.	 	Management of the Limited Partnership	 	 	5	 
	 
	 	H.	 	Future Capital Contributions; Capital Assets	 	 	6	 
	 
	 	I.	 	Dissolution of Limited Partnership	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	II.	 	THE GENERAL PARTNERSHIP	 	 	7	 
	 
	 	A.	 	Continuation of the General Partnership	 	 	7	 
	 
	 	B.	 	Name and Place of Business	 	 	7	 
	 
	 	C.	 	Ownership of and Title to Property	 	 	7	 
	 
	 	D.	 	Revenues, Expenses and Obligations	 	 	8	 
	 
	 	E.	 	Management of General Partnership	 	 	8	 
	 
	 	F.	 	Dissolution of General Partnership	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	III.	 	EDITORIAL INDEPENDENCE	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	IV.	 	TERM	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	V.	 	CONTINUING OPERATIONS	 	 	10	 
	 
	 	A.	 	General	 	 	10	 
	 
	 	B.	 	Production	 	 	11	 
	 
	 	C.	 	Advertising and Circulation	 	 	11	 
	 
	 	D.	 	Newspaper Editions and Comment Section for York Sunday News	 	 	12	 
	 
	 	E.	 	Office Space and Equipment	 	 	12	 
	 
	 	F.	 	Other Services	 	 	13	 
	 
	 	G.	 	Future Purchases	 	 	13	 
	 
	 	H.	 	News and Editorial Matters	 	 	13	 
	 
	 	I.	 	Accounting Matters	 	 	17	 
	 
	 	J.	 	Distributions to Partners	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	VI.	 	TERMINATION	 	 	22	 
	 
	 	A.	 	Default	 	 	22	 
	 
	 	B.	 	Action After Termination	 	 	23	 






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	 	 	 	 	 	 	Page	 
	VII.	 	MISCELLANEOUS PROVISIONS	 	 	26	 
	 
	 	A.	 	Certain Liabilities; Force Majeure	 	 	26	 
	 
	 	B.	 	Liabilities for Published or Excluded Material	 	 	27	 
	 
	 	C.	 	Contravention of Law	 	 	27	 
	 
	 	D.	 	Further Assurances	 	 	28	 
	 
	 	E.	 	Assignments and Transfers	 	 	28	 
	 
	 	F.	 	Entire Agreement	 	 	30	 
	 
	 	G.	 	Notices	 	 	30	 
	 
	 	H.	 	Announcements/Disclosures	 	 	31	 
	 
	 	I.	 	Headings	 	 	31	 
	 
	 	J.	 	Governing Law	 	 	31	 
	 
	 	K.	 	Modifications	 	 	31	 
	 
	 	L.	 	Specific Performance	 	 	32	 
	 
	 	M.	 	No Third Party Beneficiaries	 	 	32	 
	 
	 	N.	 	Nature of Relationship	 	 	32	 
	 
	 	O.	 	Survival	 	 	32	 
	 
	 	P.	 	Execution by YDPC	 	 	32	 






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THIS
SECOND AMENDED AND RESTATED JOINT OPERATING AGREEMENT


(this “Agreement” or “JOA”) is
dated as of June 30, 2007 by and among York Partnership Holdings, LLC, a Delaware limited liability
company (“YPHLLC”), The York Newspaper Company, a Pennsylvania general partnership (the “General
Partnership”), York Newspapers Holdings, L.P., a Delaware limited partnership (the “Limited
Partnership”) and York Dispatch Publishing Company, LLC, a Delaware limited liability company
(“YDPC”).




          WHEREAS, York Daily Record, a daily newspaper, is published Monday through Saturday,
York Sunday News, a weekly newspaper, is published on Sunday, and The York
Dispatch, a daily newspaper, is published Monday through Friday, except for legal holidays, all
in York, Pennsylvania (collectively the “Newspapers”);




          WHEREAS, York Newspapers, Inc., a Delaware corporation (“YNI”), the General Partnership and
York Daily Record, Inc., a Delaware corporation (“YRI”), previously entered into a Joint Operating
Agreement dated January 13, 1989, (the “1989 JOA”), pursuant to which the General Partnership prior
to the date thereof managed and operated the Newspapers, except for the news and editorial
departments of each Newspaper, which have remained separate and independent;




          WHEREAS, YNI and the General Partnership, effective April 30, 2004, amended various provisions
of the 1989 JOA, restated it in its entirety, and supplemented it, as therein provided, and York
Newspapers Holdings, Inc., a Delaware corporation (“YNHI”), the Limited Partnership and YDPC became
additional parties to that agreement and YRI ceased to be a party to that agreement (the “2004
Amended and Restated JOA”);




 









 








          WHEREAS, simultaneously with the execution of the 2004 Amended and Restated JOA, YNI, YDPC and
certain other parties effectuated certain other transactions which are described therein;




          WHEREAS, the purpose and intent of the 2004 Amended and Restated JOA was to provide a plan of
common operation of the Newspapers, so as to (1) provide efficient newspaper operations, (2)
produce high quality newspapers that would be attractive to readers and advertisers and (3)
maintain the separate identities and free editorial and news voices of the Newspapers;




          WHEREAS, pursuant to the 2004 Amended and Restated JOA, the parties continued to maintain as
separate and independent the respective news and editorial operations of the Newspapers consistent
with the requirements of the Newspaper Preservation Act, 15 U.S.C. §§ 1801 et seq.;




          WHEREAS, effective June 30, 2005, YNI and YNHI were both merged into Hanover Publishing
Company, a Delaware corporation, which then changed its name, as the surviving corporation of the
merger, to Pennsylvania Newspapers Publishing, Inc. (“PNPI”);




          WHEREAS, just prior to the parties’ execution of the December 2005 Amended and Restated Joint
Operating Agreement dated as of December 25, 2005 (the “2005 Amended and Restated JOA”), by and
between YPHLLC, the General Partnership, the Limited Partnership and YDPC, PNPI was merged into
Northwest New Mexico Publishing Company (“NNMPC”), and thereafter NNMPC assigned to YPHLLC all of
the general partnership interests it thus held in the Limited Partnership;




          WHEREAS, the parties hereto desire to amend and restate the 2005 Amended and Restated JOA as
of the date hereof; and




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          WHERAS, immediately following the execution and delivery of this Agreement, YPHLLC will assign
(the “Class B Assignment”) all of its Class B Limited Partnership Interests (as defined in the
Limited Partnership Agreement) to its parent, Texas-New Mexico Partnership Newspapers Partnership,
a Delaware general partnership (“TNMNP”).




          NOW THEREFORE, in consideration of the mutual promises contained herein and other good and
valuable consideration, the parties do hereby enter into this Second Amended and Restated Joint
Operating Agreement and do hereby agree as follows:




I. THE LIMITED PARTNERSHIP




          A. Formation. YNI, YNHI and YDPC did, effective April 30, 2004 (1) cause the
formation of the Limited Partnership and (2) enter into a limited partnership agreement with
respect thereto, upon terms mutually agreeable to YNI, YNHI and YDPC (as amended and restated from
time to time, the “Limited Partnership Agreement”).




     B. General Partnership Interests of YNI. Effective April 30, 2004, and in return for
57.5% of the general partnership interests in the Limited Partnership (as described in the Limited
Partnership Agreement), YNI did contribute the following to the capital of the Limited Partnership:




	 	(1)	 	its 57.5% general partnership interests in the General
Partnership;
	 
	 	(2)	 	all of its interests in all intangible assets related to
York Sunday News other than the York Sunday News masthead and
all related trademarks, service marks and URL’s (collectively, the “York Sunday
News Non-Masthead Related Intangible Assets”); and
	 
	 	(3)	 	all of its interest in all intangible assets related to The
York Dispatch (other than the York Dispatch Masthead, as hereinafter
defined), including, in particular, copyrights, The York Dispatch
advertiser and




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	 	 	 	subscriber lists, back issues, morgue and library (collectively, the “York
Dispatch Non-Masthead Related Intangible Assets”).





     C. General Partnership Interests of YNHI. Effective April 30, 2004, and in return
for 42.5% of the general partnership interests in the Limited Partnership (as described in the
Limited Partnership Agreement), YNHI did contribute the following to the capital of the Limited
Partnership:




	 	(1)	 	all of the outstanding membership interests of its subsidiary,
York Newspapers Holdings LLC, a Delaware limited liability company (“YNHLC”)
(which entity did at the time of such contribution own a 42.5% partnership
interest in the General Partnership); and
	 
	 	(2)	 	all of its interest in the masthead of The York
Dispatch and all related trademarks, service marks and URL’s (collectively,
the “York Dispatch Masthead”).





     D. Limited Partnership Interest of YDPC. In consideration for its undertakings in
this JOA and the Limited Partnership Agreement, YDPC received a limited partnership interest in the
Limited Partnership (as described in the Limited Partnership Agreement).



     E. Nature of Partnership Contribution. The assets described in Sections I B and I C
were contributed to the Limited Partnership free and clear of all liens, security interests,
mortgages and encumbrances of any nature.



     F. Merger of YNI and YNHI into PNIP; Transfer of General Partnership Interest in the
Limited Partnership to YPHLLC. As a result of YNI’s and YNHI’s merger into PNPI on June 30,
2005, PPNI, effective that date, became the sole General Partner of the Limited Partnership. Just
prior to the execution of the 2005 Amended and Restated JOA, PPNI was



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merged into NNMPC and thereafter NNMPC assigned the interest it acquired by virtue of that
merger as General Partner of the Limited Partnership to YPHLLC, so that YPHLLC is now the sole
General Partner of the Limited Partnership.




     G. Management of the Limited Partnership. Except as may otherwise expressly be
provided in this Agreement and/or the Limited Partnership Agreement, the Limited Partnership
Agreement shall be managed exclusively by YPHLLC as the General Partner of the Limited Partnership
(the “General Partner”). To the extent that any provision of this Agreement or the Limited
Partnership Agreement or applicable law requires or authorizes the Limited Partnership to perform
any obligation, make any determination, give any notice, exercise any right or take any action,
YPHLLC shall in its capacity as General Partner of the Limited Partnership be required or
authorized to do so on behalf of the Limited Partnership. In doing so, YPHLLC shall, in accordance
with the provisions of this Agreement and the Limited Partnership Agreement, as the General
Partner, conduct the business and operations of the Limited Partnership, the General Partnership
and the Newspapers (including incurring indebtedness of the Limited Partnership and/or General
Partnership) in a manner which it believes, in the good faith exercise of business judgment, is in
the best interest of the overall economic performance of the Limited Partnership, the General
Partnership and the Newspapers considered together and does not have a material adverse impact on
the cash flow of the Limited Partnership or the Limited Partnership’s ability to make on a timely
basis the cash distributions to YDPC contemplated by Section V J (1) through (3) hereof. Subject
to the foregoing, YPHLLC may, subject to such express limitations as may be provided in this
Agreement and/or the Limited Partnership Agreement, make reasonable distinctions among the
Newspapers regarding the non-editorial business, operations and promotion of each of them that are
intended to enhance such



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overall economic performance. YPHLLC shall have no liability to the Limited Partnership, the
General Partnership, YDPC or any other limited partner of the Limited Partnership for any action it
may take or fail to take in the absence of bad faith or willful misconduct. Throughout the term of
this Agreement, YPHLLC shall also cause the Limited Partnership’s subsidiary, YNHLC, to license to
the General Partnership, on a royalty-free basis, all of its interest in all intangible assets
related to the York Daily Record (other than York Daily Record masthead and all
related trademarks, service marks and URL’s).




     H. Future Capital Contributions; Capital Assets. YDPC and any other limited partners
of the Limited Partnership shall have no obligation to make any further contributions to the
capital of the Limited Partnership, subject to any express obligation of YDPC under this JOA to
reimburse the General Partnership for any expenses paid by the General Partnership on behalf of
YDPC in accordance with the provisions of this JOA. YPHLLC shall in the future make such
additional contributions to the capital of the Limited Partnership as shall be necessary in its
reasonable judgment to (1) fund acquisitions of capital assets necessary for the business and
operations of the Limited Partnership and/or the General Partnership; (2) fund acquisitions of
capital assets necessary for the business and operations of the editorial departments of each of
the Newspapers to the extent such editorial departments’ tangible capital assets on the date hereof
require supplementation or replacement, (3) provide the Limited Partnership and the General
Partnership with adequate working capital, and (4) ensure that the Limited Partnership has adequate
funds to make on a timely basis the cash distributions to YDPC contemplated by Section V J (1)
through (3) of this JOA.



     I. Dissolution of Limited Partnership. In the event that prior to the termination of
this JOA the Limited Partnership is dissolved, this JOA shall nevertheless continue until the



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expiration of the term set forth in Section IV hereof unless sooner terminated pursuant to
Section VI hereof and YPHLLC or an affiliate thereof shall assume all of the obligations of the
Limited Partnership under this JOA.




II. THE GENERAL PARTNERSHIP



     A. Continuation of the General Partnership.



          (1) Simultaneously with the formation of the Limited Partnership, through a series of related
transactions, YNHLC acquired the entire 42.5% interest in the General Partnership previously held
by Buckner News Alliance, Inc.




          (2) By this JOA, the Limited Partnership and YNHLC shall continue to operate the General
Partnership for the purpose of publishing the Newspapers; provided (1) that there shall continue to
be no merger, combination or amalgamation of the editorial or reportorial staff of York Daily
Record and York Sunday News, on the one hand, and The York Dispatch, on the
other hand, (2) that YDPC shall independently determine the editorial, news policy and content of
The York Dispatch and (3) that the Limited Partnership shall independently determine the
editorial, news policy and content of York Daily Record and York Sunday News.




     B. Name and Place of Business. The General Partnership shall continue to be conducted
under the name “York Newspaper Company” from its place of business at 1891 Loucks Road, York,
Pennsylvania 17404.



     C. Ownership of and Title to Property. All of the parties hereto hereby confirm and
agree that the ownership of and title to all real property and all tangible personal property used
in and useful to the General Partnership is exclusively in the General Partnership rather than in
any other party to this JOA, jointly or individually, and without regard to whether any property
was contributed by any party to this JOA to the General Partnership, was otherwise made



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available to the General Partnership by any party to this JOA or was otherwise acquired by the
General Partnership.




     D. Revenues, Expenses and Obligations. The General Partnership shall receive all
income and revenues of the General Partnership and shall pay all expenses incurred or assumed by
it. No party hereto shall be or shall become liable upon any contract or other obligation of the
General Partnership or any other party hereto, unless such party shall expressly assume such
contract or other obligation or liability is imposed by law.



     E. Management of General Partnership. Subject to the provisions of this JOA
concerning the editorial independence of the Newspapers and such other limitations as may be
expressly set forth in this Agreement and/or the Limited Partnership Agreement, the Limited
Partnership shall have complete authority over and exclusive control and management of the business
and affairs of the General Partnership. The Limited Partnership may delegate such general or
specific authority to the officers and employees of the General Partnership with respect to the
business and day-to-day operations of the General Partnership as it may from time to time consider
desirable, and the officers and employees of the General Partnership may exercise the authority
granted to them. The General Partnership shall indemnify, defend and hold harmless YDPC and the
Limited Partnership and its partners (and their respective shareholders, members, partners,
directors, officers, employees and agents) from any liability, loss or damage suffered by them by
reason of any act or omission by them in connection with the business of the General Partnership;
provided, however, that indemnification shall not be available for any claim that results from the
willful misconduct of such person or the breach by such person of its obligations under this JOA or
other agreements to which such person may be subject. The Limited Partnership shall not be liable,
in damages or otherwise, to the General



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Partnership or its direct or indirect partners for any act or omission in the absence of
willful misconduct.




     F. Dissolution of General Partnership. In the event that prior to the termination of
this JOA the General Partnership is dissolved at the election of the general partners of the
General Partnership, this JOA shall nevertheless continue until the expiration of the term set
forth in Section IV hereof unless sooner terminated pursuant to Section VI hereof and YPHLLC and
the Limited Partnership or their successors (or affiliates thereof) shall assume the obligations of
the General Partnership under this Agreement.



III. EDITORIAL INDEPENDENCE




     Preservation of the editorial independence of the Newspapers is the essence of this JOA.
YPHLLC and YDPC each agree to maintain the separateness of their respective limited liability
company identities, as the case may be, and to retain the editorial independence of York Daily
Record and York Sunday News, on the one hand, and The York Dispatch, on the
other hand. YDPC agrees that neither it nor any affiliate shall have any connection with the news
or editorial operations of York Daily Record or York Sunday News. The separate
editorial and reportorial staffs of York Daily Record and York Sunday News, on the
one hand, and The York Dispatch, on the other hand, shall be independent and shall not be
merged, combined or amalgamated, and their editorial policies shall be independently determined.
YPHLLC agrees that neither it nor any affiliate shall have any connection with the news or
editorial operations of The York Dispatch. Actions of YPHLLC with respect to The York
Dispatch shall be confined exclusively to its role as General Partner of the Limited
Partnership and in such role to cause the General Partnership to print, sell and distribute the
Newspapers, and to solicit and sell advertising space therein, and to perform such other functions
as are described in this JOA.



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IV. TERM




          Unless sooner terminated in accordance with the terms hereof, this JOA shall continue in
effect from the date hereof through the close of business on June 30, 2024. This JOA shall
thereupon be automatically renewed for additional five-year terms unless any party hereto gives
written notice to the contrary to each of the other parties hereto at least 12 months prior to the
end of the then-current term.




V. CONTINUING OPERATIONS




     A. General. On and after the date hereof, the General Partner shall, in accordance
with the provisions of this Agreement and the Limited Partnership Agreement, control, supervise,
manage and perform all operations (other than the news and editorial operations of the Newspapers)
involved in producing, printing, selling and distributing the Newspapers; to determine press runs,
press times, page sizes and cutoffs of the Newspapers; to determine whether supplemental products
will be distributed in or with one or more Newspapers, including whether and how certain products
will be distributed to non-subscribers; to purchase newsprint, materials and supplies as required;
to solicit and sell advertising space in the Newspapers; to collect the Newspapers’ circulation and
advertising accounts receivable; to provide or make available to each Newspaper such parking,
subscriptions, messenger services, and data processing services as are reasonable and appropriate
(the costs for which shall be borne by the General Partnership and which shall not be an Editorial
Expense); and to make all determinations and decisions and do any and all acts and things
necessarily connected with the foregoing activities, including maintaining insurance coverage that
is normal and appropriate for similarly-situated businesses. The parties recognize that YPHLLC as
General Partner of the Limited Partnership shall, in accordance with the provisions of this
Agreement and the Limited Partnership Agreement, have general charge and supervision of the
business of the



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Newspapers, but shall treat each of the Newspapers as separate and distinct editorial
products, and shall have no duties or authority with respect to the news or editorial functions of
The York Dispatch.




     B. Production. On and after the date hereof, the General Partner shall cause the
Newspapers to be printed on equipment owned or leased by the General Partnership in plant or plants
located at such place or places as the General Partner may determine to be appropriate, and all
operations under this JOA, except the operation of the Newspapers’ editorial departments, shall be
carried on and performed by the General Partnership with equipment from the General Partnership’s
plant or plants or by independent contractors or agents selected by the Managing General Partner.
During the term of this JOA, YDPC agrees to produce The York Dispatch‘s editorial and news
copy, and YPHLLC agrees to produce York Daily Record‘s and York Sunday News‘
editorial and news copy, on equipment which is provided by the General Partnership or which is
compatible with the equipment used by the General Partnership in its production facilities.



     C. Advertising and Circulation. On and after the date hereof, the General Partner
shall, except as otherwise expressly herein provided, have complete control of and the right to
determine the advertising and circulation rates for each of the Newspapers, and the General
Partnership shall use its reasonable efforts to sell advertising space in each Newspaper and to
sell, promote and distribute each Newspaper as widely as practicable consistent, however, with the
objective of enhancing the overall economic performance of the General Partnership and the
Newspapers considered together in a manner that does not have a material adverse impact on the cash
flow of the General Partnership and the ability of the General Partnership to make on a timely
basis the cash distributions to the Limited Partnership necessary to make the distributions



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to YDPC contemplated by Section V J (1) through (3) hereof, and provided that the General
Partnership in its business judgment, may spend disproportionately among the Newspapers with
respect to any matter. The General Partner shall be free to select and alter from time to time the
national advertising representative(s) for each of the Newspapers and the commission payable to
such national advertising representative(s) and any other terms of such arrangement(s) shall be
determined by the General Partner.




     D. Newspaper Editions and Comment Section for York Sunday News.The York Daily
Record shall be published daily on weekdays and Saturdays, the York Sunday News shall
be published on Sunday and The York Dispatch shall be published daily on weekdays other
than legal holidays. On legal holidays when The York Dispatch is not published, the
York Daily Record shall be distributed to The York Dispatch subscribers. YDPC may,
if it elects to do so, at its cost, and as part of its Editorial Expense, prepare a Comment Section
of up to one page in length, which will carry the masthead of The York Dispatch and will be
inserted in each edition published of York Sunday News and in each edition of the York
Daily Record published on legal holidays. The Comment Section shall not contain “hard” or
breaking news. The Comment Section may contain opinion material and feature news and may also
contain advertising. The Comment Section shall be discrete and separate from the editorial content
of York Sunday News.



     E. Office Space and Equipment. On and after the date hereof, the General Partnership
shall furnish reasonably adequate office space for the separate use of the York Daily
Record, York Sunday News and The York Dispatch editorial departments. Such
space shall be furnished with furniture and equipment which in the reasonable judgment of the
Managing
General Partner is sufficient and technologically adequate for each Newspaper’s news and
editorial operations.



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     F. Other Services. The parties recognize that in addition to the operations with
respect to the Newspapers contemplated by this JOA, the General Partnership may also utilize its
production and other facilities, personnel, and agents for any other lawful activities it may deem
appropriate, including distributing or otherwise exploiting all manner of news, features,
photographs, data or other information, whether constituting all or any portion of the content of
printed editions of the Newspapers or otherwise, and regardless of when such editions may have been
published, to subscribers and/or non-subscribers of the Newspapers alike, by any and all means the
Managing General Partner may deem appropriate, including, but not limited to, all forms of
electronic distribution, mail or other forms of delivery, without having to obtain any further
authorization or consent from any of the parties hereto, or to additionally compensate such
parties, except or as may hereafter be expressly provided: commercial printing, including
commercial printing of other newspapers; distribution services; and any other activities not
inconsistent with its principal business; provided, however, that such activities shall not
unreasonably interfere with the printing or distribution of the Newspapers.



     G. Future Purchases. On and after the date hereof, subject to Section V H hereof, the
General Partnership shall be responsible for the purchase of all inventory, supplies, equipment and
services as it deems to be necessary or desirable in connection with the operation of the
Newspapers and other functions as are described in this JOA. In the event of shortages of
inventory, supplies, equipment or services, no Newspaper shall be unfairly favored or discriminated
against as regards the other.



     H. News and Editorial Matters. YPHLLC and YDPC shall furnish complete news and
editorial services necessary and appropriate for the publication of their respective Newspapers in
the manner provided in this JOA.



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          (1) Each of YPHLLC and YDPC shall have complete and exclusive control and direction of the
editorial department and editorial policies of its respective Newspapers and shall be responsible
for and shall bear all of its respective Editorial Expense (as defined below). Without limiting the
generality of the foregoing, each of YPHLLC and YDPC shall have the exclusive right to determine
the editorial format, dress, makeup and news and feature content of its respective Newspapers
(including the content of all advertisements and advertising matter), and each shall have complete
control and authority over the editors and editorial staff of its respective Newspapers (including
the exclusive authority to make hiring and firing decisions). The term “editorial department” as
used herein shall include the news, editorial, editorial promotion and photographic functions.
YPHLLC and YDPC each recognize the importance of the editorial quality of their respective
Newspapers and each of them agrees to use reasonable efforts to provide editorial products for
their Newspapers which are compatible with the needs of the York, Pennsylvania area newspaper
market and to preserve with respect to their Newspapers a high standard of newspaper quality and
journalistic excellence.




          (2) In order to equitably distribute between YPHLLC and YDPC the cost of producing the news
and editorial content of the Newspapers, and in consideration of changes both in the demand for
newspaper products and the various costs of producing and distributing newspaper products and in
the demand for advertising, the amount of reading content, sometimes known as “news hole,” and the
amount of color usage of each of the Newspapers shall be determined by the General Partner during
the annual budgeting process, in consultation with
YPHLLC and YDPC. The color usage and news hole allocations shall take into account relevant
distinguishing characteristics of each of the Newspapers, including among other things whether one
or more of the Newspapers carries supplemental products not carried in the others, historic




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and
projected levels of advertising and editorial content, color and editorial and advertising layout
practices of each Newspaper, with total usage and the allocation thereof to be determined by the
General Partner. Each Newspaper may elect to publish pages in excess of their news hole and/or
exceed the amount of color usage determined for such Newspapers by the Managing General Partner,
provided the General Partnership has the production capacity to accommodate such excesses.
However, if any of the Newspapers exceeds its budgeted news hole allocation or color usage, then
any newsprint and other production costs attributable to such excess shall be borne by such
Newspaper, and upon being invoiced therefor by the General Partnership, YPHLLC or YDPC, as
appropriate, shall reimburse the General Partnership for such expense. If, from time to time
following the determination by the General Partner of the news hole allocation, the General Partner
shall require a greater news hole allocation for one or more editions of one or more of the
Newspapers, the Newspapers shall have no obligation to reimburse the General Partnership for any
additional expense the General Partnership may incur as a consequence thereof, and the General
Partnership shall reimburse the Newspapers promptly upon being invoiced therefor for any additional
expenses the Newspapers may incur as a consequence thereof.




          (3) The General Partner, independently of YDPC, shall develop standards for determining the
acceptability of advertising copy for publication in York Daily Record and York Sunday
News. YDPC, independently of the General Partner, shall develop standards for determining the
acceptability of advertising copy for publication in The York Dispatch.




          (4) Except as provided otherwise herein, the term “Editorial Expense” as used in this JOA
shall mean all costs and expenses associated with the news and editorial departments of each
Newspaper, including but not limited to: (a) compensation, including payroll taxes,





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retirement,
pension, health and death benefits, worker’s compensation insurance and group insurance of news and
editorial staff; (b) severance pay of news and editorial staff; (c) travel and other expenses of
news and editorial staff; (d) press association assessments and charges; (e) charges for news
services and editorial wire services; (f) charges for the right to publish news and editorial
features, daily or weekly comics and other editorial material of every kind and character; (g) the
cost of news and editorial materials, printing, stationery, office supplies and postage for the
news and editorial department; (h) donations; (i) the cost of editorial promotions; (j)
telegraphic, telephone, long-distance telephone and internet access charges of the news and
editorial departments; (k) charges for the purchase, rental, repair and maintenance of editorial
department cameras and related photographic equipment (provided, however, that the term “Editorial
Expense” shall not include any cost, charge or expense related to any camera or other equipment
made available to the editorial departments of the Newspapers pursuant to Section V E of this JOA,
or to any equipment that is an integral part of the production process even though located in the
news and/or editorial department of a Newspaper, or related to any editorial department capital
assets owned by either Newspaper); (1) the cost of liability insurance and insurance with respect
to libel and right of privacy and similar hazards; and (m) the cost of any York, Pennsylvania based
executive-level management of The York Dispatch. Notwithstanding the foregoing, the
following shall not be included in the term “Editorial Expense” and shall be separately borne by
the Newspaper which incurs them: (i) uninsured liabilities and costs other than deductibles,
co-payments, and
costs of defending against claims (including reasonable attorneys’ fees) relating to published
or excluded material to the extent provided in Section VII B, (ii) costs for excess news hole
allocation or color usage as provided in Section V H(2), (iii) costs related to material changes




 - 16 - 









 







from present, usual or customary practices as provided in Section V H(5), (iv) any interest,
indebtedness, amortization, organizational costs or other costs or expenses relating to The
York Dispatch and (v) except as described in (m) above, any portion of any salaries, expenses,
overhead or corporate allocation attributable to any non-York, Pennsylvania based ownership,
management or supervision of The York Dispatch.




          (5) All Editorial Expense of the editorial departments of York Daily Record and
York Sunday News shall be borne by YPHLLC, and all Editorial Expense of the editorial
department of The York Dispatch shall be borne by YDPC; provided, however, that costs
resulting from any material change by any Newspaper from its present, usual or customary practices
that result in additional future newsprint, production or other costs to be incurred on the part of
the General Partnership shall be borne by such Newspaper, and upon being invoiced therefor by the
General Partnership, YPHLLC or YDPC, as appropriate, shall reimburse the General Partnership for
such costs.




     I. Accounting Matters. The General Partner shall cause to be maintained full and
accurate books of account and records showing all transactions hereunder. Such books and records
shall be kept on the basis of a fiscal year ending June 30 and under the accounting methods
periodically employed by YPHLLC in accordance with generally accepted accounting principles, and
shall at all times be kept at the principal place of business of the General Partnership. Any
changes in accounting method shall be consistent with accepted accounting principles and with
changes made generally by YPHLLC. YDPC shall receive timely notice of
any changes in accounting methods or principles that could materially affect its interests
under this Agreement. YDPC and its respective authorized agents or representatives shall have
access to and may inspect such books and records at any time and from time to time during ordinary



 - 17 - 









 




business hours. Statements shall be rendered and settlements under this JOA shall be made on a
monthly basis on the 15th day following the end of each monthly accounting period, with
annual adjustments as soon as practicable at the conclusion of each year during the term of this
JOA. Quarterly and annual financial statements shall be furnished by the General Partner to each
of the limited partners of the Limited Partnership not later than the 30th day following
the end of each quarter and the 90th day following the end of each fiscal year,
summarizing in reasonable detail and fairly reflecting the transactions and the results of
operations under this JOA during such period. All payments shown to be due by YDPC, YPHLLC or the
General Partnership pursuant to such statements shall be paid within thirty (30) days after the
delivery of the applicable statement.




     J. Distributions to Partners.



          (1) For each year of this JOA, there shall be distributed to the Class A Limited Partner of
the Limited Partnership (the “Class A Limited Partner”) cash equal to One Hundred Percent (100%) of
the amount actually expended or accrued by the Class A Limited Partner as a current liability in
accordance with generally accepted accounting principles for Editorial Expenses for the YDPC
Newspaper during such year, plus a fee to compensate YDPC appropriately for the supervisory and
management services it is providing relative to the news and editorial departments of The York
Dispatch (the “Management Fee”). The Management Fee to be earned by the Class A Limited
Partner for the fiscal year ending June 30, 2005 and for each subsequent fiscal year shall be equal
to Two Hundred Forty Thousand Dollars
($240,000), as adjusted annually to reflect the compound annual changes subsequent to June 30,
2004 in the level of the Bureau of Labor Standards Consumer Price Index, All Urban Consumer
(CPI-U), U.S. City Average, All Items, or any similar index which may replace





 - 18 - 









 







that index. The
amount to be distributed to the Class A Limited Partner pursuant to this Section V J(1) in respect
of each fiscal year shall be the total of the following: (a) One Hundred Percent (100%) of the
budgeted amount for Editorial Expenses for the YDPC Newspapers for such fiscal year, as determined
by the General Partner in accordance with Section V J(7) below and (b) the applicable Management
Fee. The amount so distributable to the Class A Limited Partner, shall be net of any obligation of
the Class A Limited Partner to reimburse the General Partnership for expenses paid by the General
Partnership on behalf of the Class A Limited Partner or to indemnify the General Partnership
pursuant to Section VII B hereof, and shall be distributed by the Limited Partnership to the Class
A Limited Partner on a monthly basis.




          (2) If, for any year, with the prior written concurrence of the General Partner, YDPC makes a
permanent reduction in its editorial workforce in accordance with the requirements of applicable
laws, regulations and agreements, and if and to the extent the severance costs associated with such
reduction are not included in YDPC’s applicable budgeted Editorial Expenses for such year
determined in accordance with Section V J(7) below, then (a) in addition to the cash amounts
described in subsection (1) above, there shall be distributed to the Class A Limited Partner in
cash an amount equal to that portion of such severance costs that is reasonable and required to be
incurred for such year pursuant to applicable laws, regulations or agreements, and that in any
event does not exceed the costs YPHLLC would have incurred if YPHLLC had made corresponding
reductions.




          (3) All of the distributions described in subsection (1) above shall be made on a monthly
basis, on or before the 1st day of each month, in increments of 1/12 of the applicable budgeted
amount determined by the General Partner, subject to adjustment by the





 - 19 - 









 







General Partner at the end
of each year, so that such aggregate distributions for the year are in such amounts as the General
Partner shall determine (based on such records and evidence as the General Partner may request from
the Class A Limited Partner) are equal to 100% of the amounts expended or accrued by the Class A
Limited Partner for such year as provided in Section V J(7) plus the applicable Management Fee, but
no greater than 100% of the budgeted Editorial Expenses of The York Dispatch for such year
plus the applicable Management Fee. All of the distributions described in subsection (2) above
shall also be made on a monthly basis and shall be in such amounts as the General Partner shall
determine (based on such records and evidence as the General Partner may request from the Class A
Limited Partner) are equal to the amounts expended or accrued by the Class A Limited Partner for
such period within the applicable budget amounts, with such subsequent adjustment as may be
appropriate. The Limited Partnership shall timely make all distributions to or for the benefit of
the Class A Limited Partner provided for in this Agreement on or before the dates provided herein,
regardless of whether the Limited Partnership shall receive distributions from the General
Partnership to fund those distributions on a timely basis.




          (4) Except for the foregoing distributions to be made to the Class A Limited Partner, and
except for such cash as the General Partner may from time to time determine is necessary or
desirable to retain in the General Partnership for working capital purposes, and subject to any
applicable contractual restrictions under any General Partnership’s financing arrangements all
remaining cash (including without limitation the proceeds from any sale or
disposition of General Partnership capital assets) shall be distributed to the General Partner
and the Class B Limited Partner of the Limited Partnership in proportion to their Percentage
Interests (as defined in the Limited Partnership Agreement). Such distributions shall be made







 - 20 - 









 







from
time to time as determined by the General Partner, but no such distributions shall be made at any
time when the Limited Partnership is not current in making the distributions to the Class A Limited
Partner described in Section V J(1) through (3) hereof.




          (5) Pending the distributions contemplated by this Section V J, the General Partner shall be
authorized to manage the General Partnership’s cash pursuant to the corporate-wide policies of
MediaNews Group, Inc.




          (6) All income, gain, profits, losses, and expenses of the General Partnership shall be
allocated between the Limited Partnership and YNHLC in proportion to the cash distributed to them
pursuant to this Section V J.




          (7) For each fiscal year of this JOA, the budgeted Editorial Expenses for The York
Dispatch shall be an amount determined by the General Partner after one or more meetings with
YDPC during which the actual experiences of YDPC with respect to Editorial Expenses during the
prior fiscal year, and any necessary or desirable adjustments to the budget for Editorial Expenses
for The York Dispatch which the General Partner deems appropriate, are discussed by YDPC
and the General Partner and considered by the General Partner in good faith. A budget for the
Editorial Expenses of The York Dispatch for each fiscal year of this JOA shall be
established by the General Partner not less frequently than annually, provided that any Editorial
Expense budget may be adjusted by the General Partner from time to time during the course of a
fiscal year of this JOA after consultation with YDPC to take appropriate account of developments in
products or technologies, material changes in The York Dispatch’s editorial
workforce, or other material changes which may occur relative to The York Dispatch’s
operations or circulation in any given year. Subject to the foregoing, in determining annual
budgets for Editorial Expenses of The York Dispatch for fiscal years subsequent to the
fiscal





 - 21 - 









 







year ending June 30, 2005, (a) the compensation and benefit components of The York
Dispatch’s budgets shall be adjusted annually from the prior fiscal year’s budget to reflect
changes comparable to the changes from the previous fiscal year in York Daily Record’s
compensation and benefits for news and editorial staff, (b) those portions of The York
Dispatch’s budgets attributable to wire services, comics and other features shall for each
fiscal year reflect the actual costs for the applicable fiscal year of wire services, comics and
features comparable to those utilized during the fiscal year ending June 30, 2005 in The York
Dispatch, and (c) the remaining portions of The York Dispatch’s budgets shall be
adjusted annually to reflect changes subsequent to June 30, 2004 in the U.S. All Items Consumer
Price Index for All Urban Consumers, unless, in its reasonable judgment the General Partner
determines such adjustments are not appropriate and no such adjustment is made with respect to the
York Daily Record. Notwithstanding any other provision of this Agreement or the
Partnership Agreement, for the first five full fiscal years following the effective date of this
Agreement, the budgeted Editorial Expenses for The York Dispatch will not be less than the
budgeted amount for such expenses established for the fiscal year ending June 30, 2005 of Two
Million Sixty-Five Thousand Twenty-Two Dollars ($2,065,022) (the “Base Editorial Expenses Budget”)
as such Base Editorial Expenses Budget amount shall be adjusted from June 30, 2004 for changes in
the U.S. All Items Consumer Price Index for All Urban Consumers from and after such date, unless
the General Partnership experiences a material decline in net income from the level achieved in the
fiscal year ending
June 30, 2005, as determined in accordance with generally accepted accounting principles,
consistently applied.




VI. TERMINATION




     A. Default. If YPHLLC or YDPC defaults by failing to make any payment hereunder when
due or by otherwise failing to fulfill in any material respect any of its obligations



 - 22 - 









 




under this
JOA and the party in default does not correct its default within ninety (90) days after receipt
from the other of written notice specifying the default, then the non-defaulting party may, at its
election, terminate this JOA upon ninety (90) days’ prior written notice.




     B. Action After Termination.



          (1) It is understood that, as soon as practicable after the termination of this JOA by lapse
of time or otherwise, the Limited Partnership shall, subject to the prior satisfaction of the
claims of all creditors, and subject to subsections (4) and (5) below distribute to the Class A
Limited Partner (a) The York Dispatch masthead, (b) The York Dispatch advertiser
and subscriber lists (subject to such dispositions, additions or substitutions relating thereto
which may have occurred in the ordinary course of the operations of the Limited Partnership or the
General Partnership subsequent to the formation of the Limited Partnership) including, in
particular, any and all lists of advertisers in and subscribers to The York Dispatch, (c)
all contracts with such subscribers relating to The York Dispatch, (d) all executory
contracts for the purchase of advertising in The York Dispatch and (e) all of the
membership interests of York Dispatch, LLC (the entity which employs the editorial staff of The
York Dispatch).




          (2) Upon the termination of this JOA by lapse of time or otherwise, the General Partnership
shall dissolve and shall distribute its assets as follows:




          (a) That portion of any distributions to which the Limited Partnership may be entitled but
which has not yet been distributed for the period up to the date of termination pursuant to Section
V J(1) through (3) hereof, shall be distributed to the Limited Partnership.




          (b) All other assets of the General Partnership shall be distributed to YNHLC and the Limited
Partnership in proportion to their respective general partnership interest in the General
Partnership.




 - 23 - 









 








          (3) A partial accounting and partial settlement under this JOA shall be made as promptly as
practicable and a final accounting and final settlement shall be made not later than the
30th day of September of the year following the end of the fiscal year in which this JOA
is terminated.




          (4) Concurrent with the distribution of any assets by the Limited Partnership to the Class A
Limited Partner, the Class A Limited Partner shall reimburse the Limited Partnership for the amount
of the fair market value of the assets distributed by the Limited Partnership to the Class A
Limited Partner. In addition, the Class A Limited Partner shall assume any liability for
publication related to executory contracts for advertising in The York Dispatch which are
distributed to the Class A Limited Partner. In determining the fair market value of the assets
distributed by the Limited Partnership to the Class A Limited Partner, the General Partner and the
Class A Limited Partner, or the investment banking firm or appraisers selected to determine the
fair market value of such assets, as the case may be, shall assume that the fair market value of
such assets is the cash price at which such assets would change hands between a willing buyer and a
willing seller (neither acting under compulsion) in an arms-length transaction, on terms and
subject to conditions and costs applicable in the newspaper publishing industry. In the event the
General Partner and the Class A Limited Partner are unable to agree on
the fair market value of any such assets within 20 days, the fair market value of such assets
shall be determined within 60 days thereafter by a nationally recognized investment banking firm or
nationally recognized qualified appraisal firm mutually selected by the General Partner and the
Class A Limited Partner. If the General Partner and the Class A Limited Partner cannot agree on
the selection of an investment banking firm or appraisal firm to determine the fair market value of
such assets, each of the General Partner and the Class A Limited Partner shall select a firm.





 - 24 - 









 







The
firms selected by the General Partner and the Class A Limited Partner shall then select a third
firm who will determine the fair market value of such assets within 60 days of being retained.
Such firm’s determination shall be conclusive and binding on each of the partners of the Limited
Partnership. Each of the General Partner and the Class A Limited Partner shall pay one-half of the
expenses of the selected firm. If the firm is only able to provide a range in which the fair
market value of such assets would exist, the fair market value of such assets shall be the average
value of the highest and lowest values of such range. Notwithstanding the foregoing, the Class A
Limited Partner shall have the option, either before or after the determination of the value of the
assets, to waive its right to receive such assets and to, therefore, be relieved of all of its
obligation to pay the value of such assets or any portion thereof. In such event, the Class A
Limited Partner shall have no further right or obligation with respect to such assets or the JOA,
and the Limited Partnership shall have the right, subject to all applicable provisions of the
Newspaper Preservation Act, 15 U.S.C. § § 1801 et seq., to utilize or dispose of such assets as it
chooses.




          (5) For the 10 year period following the expiration or termination of this JOA, the General
Partner may, subject to compliance with all applicable requirements of the Newspaper Preservation
Act, if any, and all other applicable laws, exercise a right of first refusal
with respect to any offer to acquire any of the assets described in Section VI B(1), or any
offer that would effectuate a transfer of control of such assets, whether directly by an asset
transfer or indirectly by a transfer of control of the Class A Limited Partner (by a stock
transfer, merger or other transaction or series of transactions) to an entity not owned or
controlled by Philip F. Buckner. If the Class A Limited Partner desires to transfer such assets in
any manner, it shall provide the General Partner with written notice (the “Offer Notice”) of a bona
fide written offer





 - 25 - 









 







(the “Transferee Offer”) from the proposed transferee, which Offer Notice shall
contain a copy of the written and signed Transferee Offer and shall state a cash price and all the
other material terms and conditions of the Transferee Offer. The General Partner may give written
notice of its intention to exercise its right of first refusal at any time within 30 days after the
receipt of the Offer Notice.  If the General Partner exercises its right of first refusal, it (or
its designee) shall acquire such assets on substantially the same terms and conditions as the
Transferee Offer, subject to compliance with all applicable requirements of the Newspaper
Preservation Act, if any, and all other applicable laws.  If, despite using their commercially
reasonable efforts, the parties are not able to close the transaction within 120 days after the
receipt of the Offer Notice, the Class A Limited Partner may close the transfer with the proposed
transferee at any time within 90 days after the end of such 120-day period, provided that such
transfer shall be made on terms and conditions no less favorable to the Class A Limited Partner
than the terms and conditions contained in the Transferee Offer.  In the event neither the transfer
to the General Partner nor the proposed transferee is closed within the applicable time period, any
subsequent proposed transfer by the Class A Limited Partner shall be subject to all of the
conditions and restrictions of this section.




VII. MISCELLANEOUS PROVISIONS




     A. Certain Liabilities; Force Majeure. Except as otherwise provided in this JOA, no
party shall be charged with or held responsible for any contract, debt, claim, demand, damage,
suit, action, obligation or liability arising by reason of any act or omission on the part of any
other party, and no party shall be liable to any other for any failure or delay in performance
under this JOA occasioned by war, riot, act of God or the public enemy, strike, labor dispute,
shortage of any supplies, failure of supplier or workmen, or any cause beyond the control of



 - 26 - 









 




the
party required to perform, and such failure or delay shall not be considered a default hereunder.




     B. Liabilities for Published or Excluded Material. The General Partnership shall
obtain insurance to insure each of the Newspapers against liability for libel and right of privacy
in such amount as it deems appropriate, with the premiums for such insurance being an Editorial
Expense as provided in Section V H(4). The cost of any deductible or co-payment and the costs of
defending against any claim, including attorneys’ fees, shall not be Editorial Expense but shall be
paid for in full by the General Partnership, without charge back to or against YDPC. However, the
entire cost and expense of paying and discharging any liability or other claim in excess of the
coverage limits of the libel insurance obtained by the General Partnership for York Daily
Record and York Sunday News on account of anything published in or excluded from
York Daily Record or York Sunday News, or arising by reason of anything done or
omitted to be done by the editorial departments thereof, shall be borne by YPHLLC; and any similar
cost and expense on account of anything published in or excluded from The York Dispatch, or
arising by reason of anything done or omitted to be done by the editorial department of that
Newspaper, shall be borne by YDPC. YPHLLC and YDPC each agree to indemnify and hold the other
party, the General Partnership and the Limited Partnership harmless against any cost, expense or
liability which such other party, the General Partnership or the Limited Partnership may
suffer or incur as a result of any such action or inaction for which the indemnifying party is
responsible as provided above.



     C. Contravention of Law. Nothing contained in this JOA shall be construed to permit
any party acting jointly or by unified action to engage in any predatory pricing, predatory
practice or any other conduct which would be unlawful under any antitrust law as engaged in by



 - 27 - 









 




any
single entity. The parties hereto further mutually agree that if any part or provision of this JOA
shall hereafter become, or be determined by action in any proper court to be, in contravention of
law, this JOA shall not thereby be considered or adjudged to be a nullity, but that all parties
shall, and each hereby agrees, immediately to take, or authorize such action to be taken, to reform
this JOA, or to modify, alter or supplement any of its provisions, as may be necessary to permit
the intention and purpose of the parties hereto to be properly and lawfully carried out.




     D. Further Assurances. From time to time on and after the date hereof, each of the
parties hereto will execute all such instruments and take all such actions as the other party shall
reasonably request in connection with carrying out and effectuating the intention and purpose
hereof and all transactions and things contemplated by this JOA, including, without limitation, the
execution and delivery of any and all confirmatory and other instruments and the taking of any and
all actions which may reasonably be necessary or desirable to complete the transactions
contemplated thereby.



     E. Assignments and Transfers.



          (1) YDPC may sell, assign or transfer all, but not less than all, of its rights and interests
under this JOA concurrently with its transfer of all of its rights pertaining to the General
Partnership, the Limited Partnership and the Newspapers to any person who YDPC determines, in
good faith, subject to the General Partner’s reasonable concurrence therein, has the ability,
skills and resources necessary to adequately perform all of the obligations of YDPC under and
pursuant to this JOA. Except as provided in the immediately preceding sentence, YDPC may not sell,
assign or transfer any of its rights or interests under this JOA or pertaining to the General
Partnership or the Limited Partnership or the Newspapers to any person without the prior written




 - 28 - 









 








consent of the General Partner, which shall not be unreasonably withheld. The transfer of a
controlling interest in the membership interests of YDPC shall be considered a transfer for
purposes of this Subsection E(1).




     (2) YPHLLC, Limited Partnership, YNHLC and the General Partnership may, without the consent of
YDPC, sell, assign or transfer (any or all of the forgoing, a “Transfer”) a part or all or
substantially all of the assets of York Daily Record and York Sunday News as a
going concern to any person and assign a part or all of their rights and obligations under this JOA
to the purchaser thereof, or Transfer part or all of their direct or indirect interests in the
Limited Partnership, YNHLC and the General Partnership to any person. In the event YPHLLC, the
Limited Partnership, YNHLC and/or the General Partnership Transfer all or substantially all of the
assets of York Daily Record and York Sunday News as a going concern to any person,
or Transfer part or all of their direct or indirect interests in the Limited Partnership and the
General Partnership to any person, concurrently with such Transfer (1) except in the case of a
Transfer to an affiliate of YPHLLC that has assumed all of the obligations of the assignors
pursuant to this JOA, the General Partnership shall make all such distributions (if any) as are
required to have been made to the Limited Partnership on or prior to the date of such sale,
assignment or transfer pursuant to Section V J(1) through (3) hereof that have not been previously
made and (2) the
assignors shall cause the assignees to assume (in the case of an assets sale) all of the
obligations of the assignors pursuant to this JOA. In the event YPHLLC, the Limited Partnership,
YNHLC or the General Partnership engages in an assets sale contemplated by this Section VII E, they
shall, effective on the closing thereof, be released and discharged from any further liability
under this JOA. No consent of YDPC shall be required for any pledge or hypothecation by YPHLLC,
the Limited Partnership, YNHLC or the General Partnership of their rights under this



 - 29 - 









 




Agreement or
their direct or indirect interests in the Limited Partnership, YNHLC and the General Partnership,
or by the Limited Partnership or the General Partnership of its assets, or a transfer of such
interests and rights pursuant to any foreclosure action or any transfer in lieu of foreclosure.




     F. Entire Agreement. This document amends and restates the JOA in its entirety.



     G. Notices. All notices, requests, demands, claims and other communications which may
or are to be given hereunder or with respect hereto shall be in writing, shall be given either by
personal delivery, facsimile or by certified or special express mail or recognized overnight
delivery service, first class postage prepaid, or when delivered to such delivery service, charges
prepaid, return receipt requested, and shall be deemed to have been given or made when personally
received by the addressee, addressed as follows:



          (1) If to YPHLLC, YNHLC, the Limited Partnership or the General Partnership, to:



MediaNews Group, Inc.

100 W. Colfax Avenue, Suite 1100

Denver, CO 80202

Attn: Joseph J. Lodovic, IV President

Facsimile: (303) 954-6320



With a copy to:



Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

Attn: James Modlin, Esq.

Facsimile: (212) 422-4726



or such other addresses as such parties may from time to time designate.




 - 30 - 









 








          (2) If to YDPC, to:



York Dispatch Publishing Company, LLC

2101 Fourth Avenue, Suite 1870

Seattle, Washington 98121-2345

Attn: Philip F. Buckner

Facsimile: (206) 727-6397



With a copy to:



Davis Wright Tremaine LLP

1201 Third Avenue, Suite 2200

Seattle, Washington 98101-3045

Attn: Greg F. Adams, Esq.

Facsimile: (206) 757-7000



or such other addresses as YDPC may from time to time designate.




     H. Announcements/Disclosures. The parties agree that, except as required by law, and
then only upon the maximum advance notice to the other parties which is practicable under the
circumstances, they will make no public announcement concerning this JOA and the transactions
contemplated hereby prior to the first mutually agreed upon announcement thereof without the
consent of the other parties as to the form, content, and timing of such announcement or
announcements.



     I. Headings. Titles, captions or headings contained in this JOA are inserted only as
a matter of convenience and for reference and in no way define, limit, extend or describe the scope
of this JOA or the intent of any provisions hereof.



     J. Governing Law. This JOA shall be construed and enforced in accordance with the
internal laws of the State of Pennsylvania.



     K. Modifications. This JOA shall be amended only by an agreement in writing and
signed by the party against whom enforcement of any waiver, modification or discharge is sought
(subject to any applicable contractual restrictions under the General Partnership’s financing
arrangements).



 - 31 - 









 





     L. Specific Performance. In addition to any other remedies the parties may have, each
party shall have the right to enforce the provisions of this JOA through injunctive relief or by a
decree or decrees of specific performance.



     M. No Third Party Beneficiaries. Nothing in this JOA, express or implied, shall give
to anyone other than the parties hereto (and the parties entitled to indemnification hereunder) and
their respective permitted successors and assigns any benefit, or any legal or equitable right,
remedy or claim, under or in respect of this JOA.



     N. Nature of Relationship. Nothing contained in this JOA shall constitute the parties
hereto as alter egos or joint employers or as having any relationship other than as specifically
provided herein and in any other agreement to which they are subject. YPHLLC and YDPC each will
retain and be responsible for (and will indemnify the other parties, the General Partnership and
the Limited Partnership against) all of their respective debts, obligations, liabilities, and
commitments which have not been expressly assumed by the General Partnership pursuant to this JOA
or the Limited Partnership, or for which the General Partnership was not already liable under this
JOA prior to this amendment and restatement thereof.



     O. Survival. The expiration or termination of this JOA shall not abrogate the rights
and obligations of the parties under Section VI B(5) or Section VII (B) or any other provision of
this JOA that contemplates actions to be taken after the expiration or termination of this JOA.



     P. Execution by YDPC. The Person executing this JOA on behalf of YDPC shall not be
subject to any personal liability or obligation under or pursuant to this JOA or with respect to
the Limited Partnership or the Limited Partnership Agreement.



 - 32 - 









 





     IN WITNESS WHEREOF, the parties hereto have each caused this Second Amended and Restated Joint
Operating Agreement to be duly executed by their respective officers duly authorized.



	 	 	 	 	 
	 	 	YORK PARTNERSHIP HOLDINGS, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	YORK DISPATCH PUBLISHING COMPANY, LLC
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name: Philip F. Buckner
	 

	 	 	 	Title: President
	 
	 	 	 	 
	 	 	THE YORK NEWSPAPER COMPANY
	 
	 	 	 	 
	 

	 	By:
	 	York Newspapers Holdings, L.P.,
its Managing General Partner
	 
	 	 	 	 
	 

	 	By:
	 	Northwest New Mexico Publishing Company

its Managing General Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	YORK NEWSPAPERS HOLDINGS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Northwest New Mexico Publishing Company
	 

	 	 	 	its Managing General Partner
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






[Joint Operating Agreement]





 - 33 -