Singleton Family Voting Trust Agreement

SINGLETON FAMILY
VOTING TRUST AGREEMENT
FOR MEDIANEWS GROUP, INC.


This Agreement is made as of January 31, 2000 by and between (i) The Singleton Family Irrevocable Trust by Howell E. Begle, Jr. and Patricia Robinson, Trustees (the "Irrevocable Trust"), The Singleton Family Revocable Trust by William Dean Singleton and Howell E. Begle, Jr. Trustees (the "Revocable Trust") and Joseph J. Lodovic, IV (the Irrevocable Trust and the Revocable Trust and Lodovic are collectively referred to herein as the "Shareholders") and (ii) Howell E. Begle, Jr. as Voting Trustee hereunder (hereinafter referred to as the "Voting Trustee").


W I T N E S S E T H


WHEREAS, the Shareholders are the respective owners in the aggregate of One Million Seventy Thousand Three Hundred Eighty-Five (1,070,385) shares of Class A Common Stock of MediaNews Group, Inc., a Delaware corporation, (the "Company");


WHEREAS, the Shareholders believe it to be in their best interests to unite the voting powers held by them as Shareholders of the Company and to assign, transfer and vest the same in the hands of the Voting Trustee; and


WHEREAS, Howell E. Begle, Jr. has agreed to serve as Voting Trustee with respect to the Shareholders' Stock; 2


NOW, THEREFORE, it is agreed between the parties as follows:


1. Voting Trust Agreement. Copies of this Voting Trust Agreement shall be filed in the principal office of the Company at 1560 Broadway, Suite 2100, Denver, Colorado 80202 and in the registered office of the Company in the State of Delaware and shall be open to the inspection of any stockholder of the Company, as well as any beneficiary of the Trust under this Agreement, daily during business hours. All Voting Trust Certificates issued as hereinafter provided shall be issued, received, and held subject to all of the terms of this Agreement. Each of the Shareholders shall be entitled to receive a Voting Trust Certificate representing the Stock held by each Shareholder, and all transferees and assigns of each of the Shareholders, upon accepting Voting Trust Certificates issued hereunder, shall be bound by the provisions of this Agreement.


2. Transfer of Stock Shares to Trustee.


(a) Prior to the execution of this Agreement, the Irrevocable Trust and Lodovic, or their predecessors in interest, did deposit with the Voting Trustee certificates of various shares of common stock of the Company (then known as Affiliated Newspapers Investments, Inc.) under the predecessor to this Agreement, the Singleton Family Voting Trust Agreement For Affiliated Newspapers Investments, Inc. dated as of May 20, 1994. Pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation, as in effect on May 19, 1999, those previously deposited certificates were converted as of that date into Eight Hundred Fifteen Thousand Five Hundred Twenty Six shares of Class A Common Stock of the Company, and a new share certificate evidencing the same has previously been issued in the name of the Voting Trustee, on behalf, collectively, of the Irrevocable Trust and Lodovic. The Voting Trustee holds that new share


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certificate subject to the terms of this Agreement and promptly following its execution of this Agreement by each of the Shareholders shall forthwith issue and deliver to each of the Irrevocable Trust and Lodovic a Voting Trust Certificate representing and evidencing the number of shares of the Company's Class A Common Stock which each of them is deemed to have owned beneficially as of May 19, 1999.


(b) Upon the death or incapacity of William Dean Singleton, the Revocable Trust will deposit with the Voting Trustee a stock certificate (the "Revocable Trust Certificate") representing the shares of Stock then held by the Revocable Trust. The Certificates shall be endorsed, or accompanied by an appropriate instrument of transfer, so as to enable the Voting Trustee to cause the Company to issue a stock certificate in the name of the Voting Trustee, as hereinafter provided. Upon receipt by the Voting Trustee of a stock certificate from the Company (in exchange for the Certificates deposited by the Revocable Trust), the Voting Trustee shall hold the same subject to the terms of this Agreement, and shall thereupon forthwith issue and deliver to the Revocable Trust a Voting Trust Certificate for the shares of the Company so deposited by it.


3. Voting Trust Certificate. The Voting Trust Certificate shall be in the form attached as Exhibit A to this Agreement.


4. Transfer of Certificates. The Voting Trust Certificates shall be transferable at the office of the Voting Trust, c/o MediaNews Group, Inc., 1560 Broadway, Suite 2100, Denver, Colorado 80202, by the registered owner thereof. The Voting Trustee may treat the registered holder of the Voting Trust Certificate as the owner thereof for all purposes whatsoever, but he shall not


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be required to deliver stock certificates hereunder without the surrender of such Voting Trust Certificates.


5. Dividends.


(a) Prior to the Termination of this Agreement, the holder of each Voting Trust Certificate shall be entitled to receive payments equal to the cash dividends, if any, received by the Voting Trustee upon a like number and class of shares of capital stock of the Company as is called for by each such Voting Trust Certificate. If any dividend in respect of the stock deposited with the Voting Trustee is paid, in whole or in part, in stock of the Company having general voting powers, the Voting Trustee shall likewise hold, subject to the terms of this Agreement, the certificates for stock which are received by it on account of such dividend, and the holder of each Voting Trust Certificate representing Stock on which such stock dividend has been paid shall be entitled to receive a Voting Trust Certificate issued under this Agreement for the number of shares and class of stock received as such dividend with respect to the shares represented by such Voting Trust Certificate.


(b) In lieu of receiving cash dividends upon the capital stock of the Company and paying the same to the holders of Voting Trust Certificates pursuant to the provisions of this Agreement, the Voting Trustee may instruct the Company to pay such dividends directly to the holders of the Voting Trust Certificates. Upon such instructions being given by the Voting Trustee to the Company, and until revoked by the Voting Trustee, all liability of the Voting Trustee with respect to such dividends shall cease.


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6. Rights of Voting Trustee.


(a) The Voting Trustee shall have the right with respect to the Shareholders' Stock to exercise in person or by nominee or proxy, all stockholders' voting rights and powers in respect of the Shareholders' Stock and to take part in, or consent to any corporate or stockholders' action of any kind whatsoever. The right to vote shall include, without limitation, the right to vote for the election of directors, in favor of or against any resolution or proposed action which may be presented at any meeting or require the consent of stockholders of the Company, including those pertaining to mortgaging, creating a security interest in, or pledging all or any part of the property of the Company, the dissolution of the Company, or the consolidation, merger, reorganization or recapitalization of the Company.


(b) The Voting Trustee, in voting the shares of capital stock of the Company, shall vote such stock in accordance with his best judgment, subject in each instance to the terms of any applicable shareholders' and/or related agreement which may from time to time be in effect.


7. Appointment of Voting Trustee.


(a) The Voting Trustee hereunder shall be Howell E. Begle, Jr. and the Company's stock certificates to be issued as provided aforesaid shall be issued to and held by the Voting Trustee in the name of "Howell E. Begle, Jr. as Voting Trustee."


(b) The Voting Trustee (and any successor trustee) may at any time resign by mailing to the registered holders of Voting Trust Certificates a written resignation, to take effect ten days


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thereafter, or upon the prior acceptance thereof. Upon the death, incapacity or unwilling ...