AMENDMENT TO THE AMENDED AND RESTATED MEDIANEWS GROUP, INC. SHAREHOLDERS’ AGREEMENT

EXHIBIT 10.7

AMENDMENT TO THE AMENDED AND RESTATED MEDIANEWS GROUP, INC.
SHAREHOLDERS’ AGREEMENT

AMENDMENT, dated as of June 30, 2005 (this “Amendment”), to the Amended and Restated MediaNews Group, Inc. Shareholders’ Agreement, effective as of January 31, 2000 and amended and restated as of March 16, 2004 (as amended by this Amendment and as otherwise amended, supplemented or modified from time to time, the “Agreement”), by and among The Xxxxxxxxx Family Voting Trust for MediaNews Group, Inc. (the “Xxxxxxxxx Family Voting Trust”), by Xxxxxx X. Xxxxx Xx., Trustee, The Xxxxxxxxx Family Irrevocable Trust by Xxxxxx X. Xxxxx, Xx. and Xxxxxxxx Xxxxxxxx, Trustees, The Xxxxxxxxx Family Revocable Trust by Xxxxxxx Xxxx Xxxxxxxxx and Xxxxxx X. Xxxxx, Xx., Trustees (the Xxxxxxxxx Family Voting Trust, the Xxxxxxxxx Family Irrevocable Trust and the Xxxxxxxxx Family Revocable Trust being sometimes collectively referred to herein as the “Xxxxxxxxx Shareholders”), The Xxxxxxx Family Voting Trust for MediaNews Group, Inc. (the “Xxxxxxx Family Voting Trust”) by Xxxx X. Xxxxxxx, Trustee, The Xxxx X. Xxxxxxx Irrevocable Trust by Xxxx X. Xxxxxxx, Trustee (the “Xxxx X. Xxxxxxx Irrevocable Trust”), the Xxxxxxx Family 1987 Trust by Xxxx X. Xxxxxxx, Trustee (the “Xxxxxxx Family 1987 Trust”), Xxxxxxx Xxxxxxx individually, Xxxx X. Xxxxxxx individually, Xxxxxxx Xxxxxx, individually, and as Trustee under The Xxxxxxxx Xxxxxx Irrevocable Trust and The Xxxxxxxxx Xxxxxx Irrevocable Trust, and Xxxxxxxxx X. Xxxxxx, individually, and as Trustee under The Xxxxxx Xxxxxx Irrevocable Trust, as Trustee under The Chipeta Xxxxxx Irrevocable Trust, and The Xxxxx Xxxxxx Irrevocable Trust (the Xxxxxxx Family Voting Trust, the Xxxx X. Xxxxxxx Irrevocable Trust, the Xxxxxxx Family 1987 Trust, Xxxxxxx Xxxxxxx individually, Xxxx Xxxxxxx individually, Xxxxxxx Xxxxxx, individually, and as Trustee for The Xxxxxxxx Xxxxxx Irrevocable Trust and The Xxxxxxxxx Xxxxxx Irrevocable Trust, and Xxxxxxxxx X. Xxxxxx, individually, and as Trustee for The Xxxxxx Xxxxxx Irrevocable Trust, as Trustee for The Chipeta Xxxxxx Irrevocable Trust, and The Xxxxx Xxxxxx Irrevocable Trust, being sometimes collectively referred to herein as the “Xxxxxxx Shareholders”), Xxxxxx X. Xxxxxxx, XX and MediaNews Group, Inc., a Delaware corporation (“MNG” or the “Company”).

W I T N E S S E T H:

WHEREAS, the parties entered into the Agreement effective as of January 31, 2000 and amended and restated as of March 16, 2004; and

WHEREAS, the parties have agreed to amend certain provisions of the Agreement as set forth in this Amendment;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises contained herein, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

2. Amendment to Second Paragraph. The second paragraph of the Agreement is hereby amended by deleting such paragraph in its entirety and replacing it with the following:

“WHEREAS, the current equitable ownership of the Class A Common Stock, par value $0.001 per share, (the “Class A Common Stock”) of MNG is as follows:


The Xxxxxxxxx Family Revocable Trust	254,858.9900	Shares of Class A Common Stock

The Xxxxxxxxx Family Irrevocable Trust	786,426.5100	Shares of Class A Common Stock

Xxxxxx X. Xxxxxxx, XX	58,199.0000	Shares of Class A Common Stock

Xxxx X. Xxxxxxx, Individually	185,817.3750	Shares of Class A Common Stock

Xxxxxxx Xxxxxxx, Individually	260,321.3750	Shares of Class A Common Stock

Xxxx X. Xxxxxxx, as Trustee for Xxxx Xxxxxx and Xxxxxxx Xxxxxx under The Xxxxxxx Family 1987 Trust	123,743.7450	Shares of Class A Common Stock

Xxxx X. Xxxxxxx, as Trustee for Xxxxxxxx Xxxxxx and Xxxx Xxxxxx under The Xxxx X. Xxxxxxx Irrevocable Trust	74,504.0000	Shares of Class A Common Stock

Xxxxxxxxx X. Xxxxxx, Individually	86,773.7917	Shares of Class A Common Stock

Xxxxxxxxx X. Xxxxxx, as Trustee for Chipeta Xxxxxx Irrevocable Trust, The Xxxxx Xxxxxx Irrevocable Trust and The Xxxxxx Xxxxxx Irrevocable Trust	132,299.6658	Shares of Class A Common Stock

Xxxxxxx Xxxxxx, Individually	59,275.1825	Shares of Class A Common Stock


Xxxxxxx Xxxxxx, as Trustee for the Xxxxxxxx Xxxxxx Irrevocable Trust and the Xxxxxxxxx Xxxxxx Irrevocable Trust			118,550.3650			Shares of Class A Common Stock

Each such shareholder and each transferee of such shareholder pursuant to Section 3.01 that executes a written acknowledgement that such shareholder is bound hereby is, so long as they continue to hold such shares, referred to herein as a “Shareholder.””

3. Amendment to Section 3.01. The fourth line of Section 3.01 of the Agreement is hereby amended by deleting the phrase “of the Xxxxxxxxx Shareholders or Xxxxxxx Shareholders” and replacing it with the following phrase:

“Shareholder”

4. Amendment to Section 7.02. Section 7.02 of the Agreement is hereby amended (which Section, as amended, shall be deemed to apply to actions taken at the Company’s June 29, 2005 Board meeting) by deleting such section in its entirety and replacing it with the following:

“7.02 Negative Covenants. MNG covenants that it shall not do, take or permit any of the following actions, unless the same shall have first been approved by all directors then serving on MNG’s Board of Directors (or on any committee of the Board of Directors appointed to consider such action with the approval of all directors then serving on MNG’s Board of Directors), excluding any director that has recused him or herself from voting on the particular action, or by unanimous approval of the full Executive Committee of MNG’s Board of Directors as appointed by all directors then serving on MNG’s Board of Directors, or by the holders of not less than 75% of the shares of Class A Common Stock then outstanding, and each of the parties to this Agreement covenant that they shall cause MNG to refrain from such actions, unless they have been approved in the manner provided above:

	(a)		Declare and pay any dividends on its common stock;

	(b)		Purchase or redeem any of its capital stock (other than pursuant to MNG’s Career RSU Plan or agreements approved by all directors then serving on MNG’s Board of Directors (or on any committee of the Board of Directors appointed to consider such action with the approval of all directors then serving on MNG’s Board of Directors), excluding any director that has recused him or herself from voting on the particular action);

	(c)		Adopt annual capital or annual operating budgets;

	(d)		Except as otherwise provided in the Certificate of Incorporation, acquire any subsidiary, or liquidate or dissolve itself, or merge or

			consolidate, or cause or permit any subsidiary to be merged or consolidated, with any corporation (other than another subsidiary of MNG), or enter into any transaction under which any class of its stock would be acquired or the stock of any subsidiary would be sold, or sell, lease, encumber, convey, transfer or otherwise dispose of all or any substantial part of its assets or those of any subsidiary(other than to another subsidiary of MNG), or amend its Certificate of Incorporation or Bylaws, or permit any subsidiary to issue capital stock to any person other than MNG (or its subsidiaries) or elect any directors of any subsidiary;

	(e)		Issue equity securities of MNG, or securities of a class convertible into equity securities of MNG, or incur obligations of MNG to issue additional equity securities;

	(f)		Increase the aggregate borrowing capacity of MNG and its subsidiaries by more than $10 million in any fiscal year under its bank credit facilities;

	(g)		Enter into or acquiesce in any agreement which limits or restricts the rights of MNG or any of the parties to this Agreement to comply with the provisions of this Agreement; or

	(h)		Replace or discharge the chief executive officer of MNG.”

5. Amendment to Section 8.06. Section 8.06 of the Agreement is hereby amended by inserting the following after the first sentence of Section 8.06:

“Notwithstanding the foregoing, a waiver of rights of all or certain Shareholders hereunder shall be effective if executed by such Shareholders holding at least 75% of shares held by all such Shareholders.”

6. Amendment to Section 8.07. Section 8.07 of the Agreement is hereby amended by deleting the phrase “all of the parties hereto” and replacing it with the following phrase:

“Shareholders holding 75% of all shares held by Shareholders.”

7. Approval of MNG Career RSU Plan. The shareholders of MNG party hereby authorize (i) the amendment of MNG’s Certificate of Incorporation to authorize up to 150,000 shares of Class B Common Stock having such rights and preferences as may be approved by the Board of Directors, (ii) the adoption by MNG or a Career RSU Plan having such terms and conditions as the Board of Directors shall approve and (iii) the issuance of RSUs under the MNG Career RSU Plan providing for the issuance of up to 150,000 shares of Class B Common Stock.

8. Continuing Effect; No Other Amendments. Except as expressly set forth in this Amendment, all of the terms and provisions of the Agreement are and shall remain in full force and effect and are hereby ratified by the parties, and the parties shall continue to be bound by all of such terms and provisions. The amendments

provided for herein are limited to the specific provisions of the Agreement specified herein and shall not constitute an amendment of any other provisions of the Agreement.

9. Effect of Amendment. On the date first written above, the Agreement shall be amended as provided herein.

10. Governing Law. This Amendment shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to the conflict of laws provisions thereof.

11. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile signatures, each of which shall be deemed to be an original, and all of which taken together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date and year first shown above.


		MEDIANEWS GROUP, INC.

		By:		/s/ W. Xxxx Xxxxxxxxx

				W. Xxxx Xxxxxxxxx, Vice Chairman,
				Chief Executive Officer and President

		THE XXXXXXXXX FAMILY VOTING TRUST FOR MEDIANEWS GROUP, INC.

		By:		/s/ Xxxxxx X. Xxxxx, Xx.

				Xxxxxx X. Xxxxx, Xx., Trustee

		THE XXXXXXXXX FAMILY IRREVOCABLE TRUST

		By:		/s/ Xxxxxx X. Xxxxx, Xx.

				Xxxxxx X. Xxxxx, Xx., Trustee

		By:		/s/ Xxxxxxxx Xxxxxxxx

				Xxxxxxxx Xxxxxxxx, Trustee


		THE XXXXXXXXX FAMILY REVOCABLE TRUST

		By:		/s/ Xxxxxxx Xxxx Xxxxxxxxx

				Xxxxxxx Xxxx Xxxxxxxxx, Trustee

		By:		/s/ Xxxxxx X. Xxxxx, Xx.

				Xxxxxx X. Xxxxx, Xx., Trustee

				/s/ Xxxxxx X. Xxxxxxx, XX

				Xxxxxx X. Xxxxxxx, XX, Individually

		THE XXXXXXX FAMILY VOTING TRUST FOR MEDIANEWS GROUP, INC.

		By:		/s/ Xxxx X. Xxxxxxx

				Xxxx X. Xxxxxxx, Trustee

		THE XXXX X. XXXXXXX IRREVOCABLE TRUST

		By:		/s/ Xxxx X. Xxxxxxx

				Xxxx X. Xxxxxxx, Trustee

		THE XXXXXXX FAMILY 1987 TRUST

		By:		/s/ Xxxx X. Xxxxxxx

				Xxxx X. Xxxxxxx, Trustee

				/s/ Xxxx X. Xxxxxxx

				Xxxx X. Xxxxxxx, Individually

				/s/ Xxxxxxx Xxxxxxx

				Xxxxxxx Xxxxxxx, Individually

				/s/ Xxxxxxx Xxxxxx

				Xxxxxxx Xxxxxx, Individually


		THE XXXXXXXX XXXXXX IRREVOCABLE TRUST

		By:		/s/ Xxxxxxx Xxxxxx

				Xxxxxxx Xxxxxx, Trustee

		THE XXXXXXXXX XXXXXX IRREVOCABLE TRUST

		By:		/s/ Xxxxxxx Xxxxxx

				Xxxxxxx Xxxxxx, Trustee

		THE XXXXXX XXXXXX IRREVOCABLE TRUST

		By:		/s/ Xxxxxxxxx X. Xxxxxx

				Xxxxxxxxx X. Xxxxxx, Trustee

		THE CHIPETA XXXXXX IRREVOCABLE TRUST

		By:		/s/ Xxxxxxxxx X. Xxxxxx

				Xxxxxxxxx X. Xxxxxx, Trustee

		THE XXXXX XXXXXX IRREVOCABLE TRUST

		By:		/s/ Xxxxxxxxx X. Xxxxxx

				Xxxxxxxxx X. Xxxxxx, Trustee

				/s/ Xxxxxxxxx X. Xxxxxx

				Xxxxxxxxx X. Xxxxxx, Individually

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AMENDMENT TO THE AMENDED AND RESTATED MEDIANEWS GROUP, INC. SHAREHOLDERS’ AGREEMENT

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