exv4w3



 







EXHIBIT 3.02




			
	 	 	 
	No. 1
	 	$250,000,000






BELO CORP.




6.75% SENIOR NOTE DUE May 30, 2013



THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



PRINCIPAL AMOUNT: Two Hundred Fifty Million Dollars ($250,000,000)



MATURITY DATE: May 30, 2013



DATED DATE: May 26, 2006



INTEREST RATE: 6.75%



CUSIP: 080555AH8



INTEREST PAYMENT DATES: May 30 and November 30, commencing November 30, 2006



REGULAR RECORD DATES: May 15 and November 15




 









 





     Belo Corp., a corporation duly organized and existing under the laws of Delaware (herein
called the “Company,” which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $250,000,000 Dollars on May 30, 2013 and to pay interest thereon from May 26, 2006
semi-annually on May 30 and November 30 in each year (herein, an “Interest Payment Date”),
commencing November 30, 2006, at the rate of 6.75% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name
this Security is registered at the close of business on the regular record date for such interest,
which shall be the May 15 or November 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such regular record date and may either be
paid to the Person in whose name this Security is registered at the close of business on a special
record date (a “Special Record Date”) to be fixed by the Company for the payment of such defaulted
interest, notice whereof shall be given to Holders of Securities of this series not less than 15
days prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.



     Payment of the principal of (and premium, if any) and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in New York, New York, in such
coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that at the option of the Company payment
of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.



     Unless the Certificate of Authentication hereon has been executed by the Trustee by manual
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
June 1, 1997 (herein called the “Indenture,” which term shall have the meaning assigned to it in
such instrument), between the Company and JPMorgan Chase Bank, N.A., formerly known as The Chase
Manhattan Bank, as trustee (herein called the “Trustee,” which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture, all indentures supplemental
thereto or Board Resolutions with respect thereto for a statement of the respective rights,
limitations or rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof, initially limited in
aggregate principal amount to $250,000,000.



     The Securities of this series are subject to redemption prior to the Stated Maturity upon not
less than 30 days’ notice by mail, at any time, as a whole or in part, at the election of the
Company, at a Redemption Price equal to the greater of (i) 100% of the principal amount of such
Securities or (ii) as determined by an Independent Investment Banker (as defined below), the sum of
the present values of the remaining scheduled payments of principal and interest on the Securities
being redeemed on the Redemption Date (not including any portion of such interest



2









 







payments accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus thirty
(30) basis points, plus, in each case, accrued and unpaid interest thereon to the Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the
Securities to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Securities.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (I) the average of the
Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (II) if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.



     “Independent Investment Banker” means Banc of America Securities LLC, J.P. Morgan Securities
Inc. or another independent investment banking institution of national standing appointed by the
Company.



     “Reference Treasury Dealer” means Banc of America Securities LLC, J.P. Morgan Securities Inc.
and two other primary U.S. Government securities dealers selected by the Company (each a “Primary
Treasury Dealer”), and their respective successors; provided, however, that if any
of the foregoing ceases to be a Primary Treasury Dealer, the Company shall appoint another Primary
Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the third
Business Day preceding such Redemption Date.



     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.



     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to each Holder of the Securities to be redeemed.



     Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date, interest will cease to accrue on the Securities or portions thereof called for redemption.



     These Securities are not subject to any sinking fund or analogous provisions. The Securities
will not be redeemable at the option of the Holder thereof prior to Maturity.



     In the event of redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.



3









 





     The Indenture contains provisions for defeasance at any time of the entire indebtedness of
this Security or of certain restrictive covenants with respect to this Security, in each case upon
compliance with certain conditions set forth in the Indenture.



     If an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of at least 50% in aggregate principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing Event of Default with respect to
the Securities of this series, the Holders of not less than 25% in aggregate principal amount of
the Securities of this series at the time Outstanding shall have made written request to the
Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a
majority in aggregate principal amount of Securities of this series at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding,
for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not
apply to any suit instituted by the Holder of this Security for the enforcement of any payment of
principal hereof or any premium or interest hereon on or after the respective due dates expressed
herein.



     No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of and any premium and interest on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency designated by the Company for Securities of
this series, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this series duly
executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.



4









 





     The Securities of this series are issuable only in registered form without coupons in a
minimum denomination of $2,000 and integral multiples of $1,000 thereafter. As provided in the
Indenture and subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security is
overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the
contrary.



     The Securities shall be governed by and construed in accordance with the laws of the State of
New York.



     All terms used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



5









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated: May 26, 2006




	 	 	 	 	 	 	 
	 	 	BELO CORP.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Dennis A. Willamson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dennis A. Williamson	 	 
	 

	 	Title:
	 	Executive Vice President/Chief Financial Officer	 	 






	 	 	 	 	 
	Attest:

	 	/s/ Brenda C. Maddox	 	 
	 

	 	 	 	 
	Name:

	 	Brenda C. Maddox	 	 
	Title:

	 	Vice President/Treasurer and Tax	 	 






CERTIFICATE OF AUTHENTICATION




     This is one of the securities of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.,

as Trustee

 	 
	 	By:  	/s/ Mary Jane Henson 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 




6









 





FORM OF ASSIGNMENT




ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations.



	 	 	 
	TEN COM —

	 	as tenants in common
	TEN ENT —

	 	as tenants by the entireties
	JT TEN —

	 	as joint tenants with right of
survivorship and not as tenants in
common






	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT—

	 	 	 	 	 	Custodian	 	 
	 	 	 	 	 	 	 
	 

	 	(Cust)
	 	 	 	 	 	(Minor)
	 
	 	 	 	 	 	 	 	 
	under Uniform Gifts to Minors Act	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	(State)







Additional abbreviations may also be used though not in the above list.




 




FOR VALUE RECEIVED, the undersigned hereby sell(s),

assign(s) and transfer(s) unto




Please insert Social Security or

other identifying number of assignee



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE



the within Security and all rights thereunder, hereby irrevocably constituting and appointing
                                                             attorney to transfer said Security on the books of the Company,
with full power of substitution in the premises.




	 	 	 	 	 
	 

	 	Dated:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Notice:
	 	The signature to this assignment must
correspond with the name as written on the face
of the within instrument in every particular,
without alteration or enlargement, or any change
whatever.







7