Scudder Family Voting Trust Agreement

EXECUTION COPY


SCUDDER FAMILY
VOTING TRUST AGREEMENT
FOR MEDIANEWS GROUP, INC.


This Agreement is made as of January 31, 2000 by and between (i) Charles A. Scudder, individually, Carolyn S. Miller, individually, as Custodian under the Uniform Gift to Minors Act (UGMA") for Katherine Miller, subject to the Katherine Miller Irrevocable Trust, and as Trustee under the Jennifer Miller Irrevocable Trust and the Katherine Miller Irrevocable Trust, Elizabeth H. Difani, individually, as Custodian for Katya Difani, under the UGMA, subject to the Katya Difani Irrevocable Trust, as Custodian under the UGMA for Miguel Difani, subject to the Miguel Difani Irrevocable Trust and as Trustee under the Chipeta Difani Irrevocable Trust, the Katya Difani Irrevocable Trust and the Miguel Difani Irrevocable Trust, Jean L. Scudder, individually, as Trustee for the Scudder Family 1987 Trust (for the benefit of Kurt Miller and Gabriel Difani) and as Trustee for The Jean L. Scudder Irrevocable Trust (for the benefit of Benjamin Fulmer) and Joseph J. Lodovic, IV, (collectively referred to as the "Shareholders") and (ii) Jean L. Scudder as voting trustee hereunder (hereinafter referred to as the "Voting Trustee").


WITNESSETH:


WHEREAS, the Shareholders are the respective owners of 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


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WHEREAS, Jean L. Scudder has agreed to serve as Voting Trustee with respect to the Shareholders' Stock;


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, CO 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 Shareholders, 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 Scudder Family Voting Trust Agreement For Affiliated Newspapers Investments, Inc. dated as of May 30, 1999. 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 automatically converted as of that date into One Million Seventy Thousand Three Hundred Eighty Five shares of Class A Common Stock of this Company, and a new share certificate evidencing the


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same has previously been issued in the name of the Voting Trustee, on behalf of each of the Shareholders. The Voting Trustee holds that new share certificate subject to the terms of this Agreement and promptly following execution of this Agreement by each of the Shareholders shall forthwith issue and deliver to each of the Shareholders a Voting Trust Certificate representing and evidencing the number of shares of the Company's Class A Common Stock which each of the Shareholders is deemed to have owned beneficially as of May 19, 1999.


(b) The Voting Trustee hereunder shall be Jean L. Scudder and the Company's stock certificate for One Million Seventy Thousand Three Hundred Eighty Five shares of its Class A Common Stock has been, as provided aforesaid, issued to and is currently held by the Voting Trustee in the name of "Jean L. Scudder as Voting Trustee."


3. Voting Trust Certificate. Each 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 Trustee may treat the registered holder of the Voting Trust Certificate as the owner thereof for all purposes whatsoever, but she shall not be required to deliver stock certificates hereunder without the surrender of such Voting Trust Certificates.


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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.


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 their nominees or proxies, all stockholders' voting rights and powers in respect of the Sha ...