exv10w1






EXHIBIT 10.1




FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as
of August 18, 2009 (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 (the
“Credit Agreement”), pursuant to which the Lenders have provided certain credit facilities
to the Borrowers.



     B. Effective July 20, 2009, The Providence Journal Company sold all of the Equity Interests
issued by Rhode Island Monthly Communications, Inc. and, as a result, Rhode Island Monthly
Communications, Inc. is no longer a Loan Party.



     C. 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 $1,000,000 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;



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 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, (c) after giving effect
to this Amendment, no Default or Event of Default exists; and (d) the articles of incorporation,
bylaws, and other governing documents that are attached to each Loan Parties’ respective officer’s
certificates dated as of January 30, 2009 have not been modified or rescinded and remain in full
force and effect.



     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 in such agreements,
documents, and instruments, whether direct or indirect, shall mean a reference to the Credit
Agreement as amended hereby. When effective pursuant to Section 3.13 hereof, this
Amendment shall be a Loan Document.



     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, 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.



     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, IN LAW OR 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.





 









 





     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 	 
	 






 









 





	 	 	 	 	 
	 	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/ Julian H. Baumann, Jr.
 	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/Assistant Secretary 	 
	 
	 	BELO ENTERPRISES, INC.

 	 
	 	By:  	/s/ Julian H. Baumann, Jr.
 	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/Assistant Secretary 	 
	 






 









 





	 	 	 	 	 
	 	BELO INTERACTIVE, INC.

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

 	 
	 	By:  	/s/ Julian H. Baumann, Jr.
 	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/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/ Julian H. Baumann, Jr.
 	 
	 	 	Julian H. Baumann, Jr., 	 
	 	 	Vice President/Assistant Secretary 	 
	 
	 	TDMN NEW PRODUCTS, INC.

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





 









 






	 	 	 	 	 
	 	TRUE NORTH REAL ESTATE LLC

 	 
	 	By:  	A. H. Belo Corporation, its the sole member
 	 
	 	 	 
	 	By:  	                   /s/ Alison K. Engel
 	 
	 	 	Alison K. Engel, Senior Vice President/ 	 
	 	 	Chief Financial Officer 	 
	 
	 	WASHINGTON STREET GARAGE CORPORATION

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






 











 





	 	 	 	 	 
	 	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 	 
	 
	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By  	/s/ Christopher T. Ray
 	 
	 	 	Name:  	Christopher T. Ray 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	SUNTRUST BANK, as a Lender

 	 
	 	By  	/s/ Nicholas Hahn
 	 
	 	 	Name:  	Nicholas Hahn 	 
	 	 	Title:  	Director 	 
	 
	 	CAPITAL ONE BANK, N.A., as a Lender

 	 
	 	By  	/s/ Thomas W. Chiasson
 	 
	 	 	Name:  	Thomas W. Chiasson 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE NORTHERN TRUST COMPANY, as a Lender

 	 
	 	By  	/s/ Morgan A. Lyons
 	 
	 	 	Name:  	Morgan A. Lyons 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By  	/s/ Sarah R. West
 	 
	 	 	Name:  	Sarah R. West  	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK MELLON, as a Lender

 	 
	 	By  	/s/ Lily A. Dastur
 	 
	 	 	Name:  	Lily A. Dastur  	 
	 	 	Title:  	Vice President 	 
	 
	 	AMEGY BANK, NATIONAL ASSOCIATION as a Lender

 	 
	 	By  	/s/ Aaron Wade
 	 
	 	 	Name:  	Aaron Wade  	 
	 	 	Title:  	Officer 	 
	 
	 	US BANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By  	/s/ Colleen McEvoy
 	 
	 	 	Name:  	Colleen McEvoy  	 
	 	 	Title:  	Vice President