exv10w1w7






Exhibit 10.1(7)




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as
of August 18, 2010 (the “Effective Date”), is among A.H. BELO CORPORATION, THE PROVIDENCE
JOURNAL COMPANY, PRESS-ENTERPRISE COMPANY, DENTON PUBLISHING COMPANY, DMI ACQUISITION SUB, INC.,
THE DALLAS MORNING NEWS, INC., and DFW PRINTING COMPANY, INC. (collectively, the
“Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN
CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).



RECITALS:




     A. The Borrowers, the other Loan Parties, the Administrative Agent and the Lenders have
entered into that certain Amended and Restated Credit Agreement dated as of January 30, 2009 (as
amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of August
18, 2009 and that certain Second Amendment to Amended and Restated Credit Agreement dated as of
December 3, 2009, the “Credit Agreement”), pursuant to which the Lenders have provided
certain credit facilities to the Borrowers.



     B. Subject to the limitations and satisfaction of the conditions set forth herein, the
Administrative Agent and the Lenders hereby agree to amend the Credit Agreement as specifically
provided herein.



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



ARTICLE 1




Definitions



     Section 1.1 Definitions. Term defined by the Credit Agreement, where used in this
Amendment, to the extent not otherwise defined herein shall have the same meanings as are
prescribed by the Credit Agreement.



ARTICLE 2




Amendment



     Section 2.1 Amendment to Section 6.05 of the Credit Agreement. Effective as of the
Effective Date, clause (j) of Section 6.05 of the Credit Agreement is amended and
restated to read in its entirety as follows:




(j) disposition of real property assets located in Arlington, Texas owned by DFW
Printing Company provided the Borrowers receive no less than $650,000 in Net
Proceeds from such disposition and such Net Proceeds are applied in accordance with
Section 2.11 hereto and no Default or Event of Default exists or would result from
such disposition;



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 1




 









 








ARTICLE 3




Miscellaneous




     Section 3.1 Ratifications. Each of the Loan Parties agrees that the terms and
provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect after giving effect to this Amendment. Each of the Loan
Parties, the Administrative Agent and the Lenders agrees that the Credit Agreement as amended
hereby and the other Loan Documents shall continue to be legal, valid, binding, and enforceable in
accordance with their respective terms.



     Section 3.2 Representations and Warranties. Each Loan Party hereby represents and
warrants to the Administrative Agent and the Lenders that, as of the date of and after giving
effect to this Amendment, (a) the execution, delivery, and performance of this Amendment and any
and all other documents executed and/or delivered in connection herewith have been authorized by
all requisite action on the part of such Loan Party and will not violate such Loan Party’s
organizational or governing document, (b) the representations and warranties contained in the
Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof,
in all material respects, as if made again on and as of the date hereof except for such
representations and warranties limited by their terms to a specific date, and (c) after giving
effect to this Amendment, no Default or Event of Default exists.



     Section 3.3 Survival of Representations and Warranties. All representations and
warranties made in this Amendment, the Credit Agreement, or any other Loan Document, including any
other Loan Document furnished in connection with this Amendment, shall survive the execution and
delivery of this Amendment, and no investigation by the Administrative Agent or any Lender, or any
closing, shall affect the representations and warranties or the right of the Administrative Agent
and the Lenders to rely upon them.



     Section 3.4 Reference to Credit Agreement. The Credit Agreement and each of the other
Loan Documents, and any and all other agreements, documents, or instruments now or hereafter
executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit
Agreement as amended hereby, are hereby amended so that any reference to the Credit Agreement in
such agreements, documents, and instruments, whether direct or indirect, shall be a reference to
the Credit Agreement as amended hereby.



     Section 3.5 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder
of this Amendment and the effect thereof shall be confined to the provision so held to be invalid
or unenforceable.



     Section 3.6 Effect of Amendment. No consent or waiver, express or implied, by the
Administrative Agent or any Lender to or for any breach of or deviation from any covenant,
condition, or duty by any Loan Party shall be deemed a consent or waiver to or of any other breach
of the same or any other covenant, condition, or duty. Each of the Loan Parties (individually, a
“Subject Loan Party”) hereby (a) consents to the execution and delivery of this Amendment
by the other Loan Parties, (b) agrees that this Amendment shall not limit or diminish the
obligations of the Subject Loan Party under its certain Loan Documents delivered in connection with
the Credit Agreement or executed or joined in by the Subject Loan Party and delivered to the
Administrative Agent, (c) reaffirms the Subject Loan Party’s obligations under each of such Loan
Documents, and (d) agrees that each of such Loan Documents remains in full force and effect and is
hereby ratified and confirmed.



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 2




 









 








     Section 3.7 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAW APPLICABLE TO
NATIONAL BANKS.



     Section 3.8 Successors and Assigns. This Amendment is binding upon and shall inure to
the benefit of the Loan Parties, the Administrative Agent and the Lenders and their respective
successors and assigns, except that no Loan Party may assign or transfer any of its respective
rights or obligations hereunder without the prior written consent of the Administrative Agent and
the Lenders.



     Section 3.9 Counterparts. This Amendment may be executed in one or more counterparts,
and on telecopy counterparts, each of which when so executed shall be deemed to be an original, but
all of which when taken together shall constitute one and the same agreement.



     Section 3.10 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of this Amendment. A
telecopy or other electronic transmission of any executed counterpart shall be deemed valid as an
original.



     Section 3.11 Release. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO
THE TERMS OF THIS AMENDMENT, EACH OF THE LOAN PARTIES REPRESENTS AND WARRANTS THAT AS OF THE DATE
OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO SUCH LOAN
PARTY’S OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND WAIVES ANY AND ALL
SUCH CLAIMS, OFFSETS, DEFENSES, OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE
DATE OF THIS AMENDMENT AND RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES, AND ATTORNEYS
(COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS,
LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION, OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN,
SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, WHICH SUCH LOAN PARTY NOW HAS OR MAY HAVE AGAINST
ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE CREDIT
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY.



     Section 3.12 Entire Agreement. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS,
AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE
AGREEMENT AMONG THE PARTIES
HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED OR
VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE
PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.



     Section 3.13 Required Lenders. Pursuant to Section 9.02 of the Credit
Agreement, the Credit Agreement may be modified as provided in this Amendment with the agreement of
the Required Lenders which means Lenders having Revolving Credit Exposure and unused Commitments
representing more than 51.0% of the sum of the total Revolving Credit Exposure and unused
Commitments (such percentage applicable to a Lender, herein such Lender’s “Required Lender
Percentage”). For purposes of determining the effectiveness of this Amendment, each Lender’s
Required Lender Percentage is set forth on Schedule 3.13 hereto.



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 3




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized officers in several counterparts effective as of the Effective Date specified in the
preamble hereof.



	 	 	 	 	 
	 	BORROWERS:



A.H. BELO CORPORATION

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Senior Vice President/Chief Financial Officer 	 



	 	 	 	 	 
	 	

THE DALLAS MORNING NEWS, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	DENTON PUBLISHING COMPANY

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	

DFW PRINTING COMPANY, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	DMI ACQUISITION SUB, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 
	 



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 4




 









 





	 	 	 	 	 
	 	



PRESS-ENTERPRISE COMPANY

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	

THE PROVIDENCE JOURNAL COMPANY

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	OTHER LOAN PARTIES:



A.H. BELO MANAGEMENT SERVICES, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	
AL DIA, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	THE BELO COMPANY

 	 
	 	By:  	/s/ Sandra J. Radcliffe
 	 
	 	 	Sandra J. Radcliffe, 	 
	 	 	Treasurer/Assistant Secretary 	 



	 	 	 	 	 
	 	BELO ENTERPRISES, INC.

 	 
	 	By:  	/s/ Sandra J. Radcliffe
 	 
	 	 	Sandra J. Radcliffe, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 5





 











 





	 	 	 	 	 
	 	BELO INTERACTIVE, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	BELO INVESTMENTS II, INC.

 	 
	 	By:  	/s/ Sandra J. Radcliffe
 	 
	 	 	Sandra J. Radcliffe, 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	BELO TECHNOLOGY ASSETS, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	NEWS-TEXAN, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	PROVIDENCE HOLDINGS, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	President 	 
	 
	 	TDMN NEW PRODUCTS, INC.

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 
	 



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 6




 









 








	 	 	 	 	 
	 	TRUE NORTH REAL ESTATE LLC




By: A. H. Belo Management Services, Inc.,

       its sole member

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 
	 
	 	WASHINGTON STREET GARAGE CORPORATION

 	 
	 	By:  	/s/ Alison K. Engel
 	 
	 	 	Alison K. Engel 	 
	 	 	Treasurer/Assistant Secretary 	 
	 



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 7






 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND LENDERS:



JPMORGAN CHASE BANK, N.A.,

individually, as a Lender, Administrative Agent,Issuing 

Bank and Swingline Lender

 	 
	 	By:  	/s/ Jeff A. Tompkins
 	 
	 	 	Name:  	Jeff A. Tompkins 	 
	 	 	Title:  	Vice President 	 
	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/ Shannon Pratt
 	 
	 	 	Name:  	Shannon Pratt 	 
	 	 	Title:  	Senior Vice President 	 
	 



THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 8





 









 








SCHEDULE 3.13

TO

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




Required Lenders



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lenders Agreeing to	 
	 	 	 	 	 	 	Amendment (insert % from	 
	 	 	 	 	 	 	prior column if Lender	 
	 	 	Required Lender	 	 	signs this Amendment then	 
	Lender	 	Percentage Held	 	 	total percentages in this column)	 
	JPMorgan Chase Bank, N.A.
	 	 	60.0	%	 	 	60	%
	Capital One Bank, N.A.
	 	 	40.0	%	 	 	40	%
	Total
	 	 	100.0	%	 	 	100	%
	 
	 	 	 	 	 	 






SCHEDULE 3.13, Page 1