Exhibit 10.1





Exhibit 10.1




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as
of December 3, 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 (as
amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of August
18, 2009, the “Credit Agreement”), pursuant to which the Lenders have provided certain
credit facilities to the Borrowers.



B. Immediately prior to the effectiveness of this Amendment, each of Bank of America, N.A.,
Suntrust Bank, Wachovia Bank, National Association, The Northern Trust Company, Comerica Bank, The
Bank of New York Mellon, Amegy Bank, National Association, and US Bank National Association
(collectively, the “Assignors”) assigned its right, title and interest as a Lender under
the Loan Documents to JPMorgan Chase Bank, N.A. pursuant to that certain Master Assignment and
Assumption dated as of December 3, 2009 among the Assignors and JPMorgan Chase Bank, N.A. (the
“Master Assignment”).



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




Amendments




Section 2.1 Amendment to 1.01 of the Credit Agreement. Effective as of the Effective
Date, the following definitions contained in Section 1.01 of the Credit Agreement are
amended and restated to read in their respective entireties as follows:




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 1









 





“Adjusted EBITDA” means, for any period, Net Income for such period
plus (a) without duplication and to the extent deducted in determining Net Income
for such period, the sum of (i) Interest Expense for such period, (ii) income tax
expense for such period, (iii) all amounts attributable to depreciation and
amortization expense for such period, (iv) any extraordinary or non-recurring
non-cash charges or expenses for such period, (v) any other non-cash charges for
such period including, without limitation, any non-cash stock-based compensation
expenses for such period, (vi) Restructuring Costs, and (vii) non-cash expenses for
contributions to any Plan, minus (b) without duplication and to the extent included
in Net Income, (i) any cash payments made during such period in respect of non-cash
charges described in clause (a)(v) taken in a prior period and (ii) any
extraordinary gains and any non-cash items of income for such period, all calculated
for the Company and its Subsidiaries on a consolidated basis in accordance with
GAAP.



“Applicable Rate” means, for any day, with respect to any CBFR
Revolving Loan or Eurodollar Revolving Loan, or with respect to the commitment fees
payable hereunder, as the case may be, the applicable rate per annum set forth below
under the caption “CBFR Spread”, “Eurodollar Spread” or “Commitment Fee Rate”, as
the case may be, based upon the Borrowers’ Fixed Charge Coverage Ratio as of the
most recent determination date, provided that until the delivery to the
Administrative Agent, pursuant to Section 5.01, of the Company’s
consolidated financial information for the Company’s fiscal quarter ending after
December 31, 2009, the “Applicable Rate” shall be the applicable rate per annum set
forth below in Category 3:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fixed Charge	 	 	 	 	 	 	 	 	 
	Coverage	 	CBFR	 	 	Eurodollar	 	 	Commitment	 
	Ratio	 	Spread	 	 	Spread	 	 	Fee Rate	 
	Category 1
	 	 	2.25%	 	 	 	3.25%	 	 	 	0.50%	 
	3 1.75 to 1.0
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 2
	 	 	2.50%	 	 	 	3.50%	 	 	 	0.50%	 
	< 1.75 to 1.0 but
3 1.25 to 1.0
	 	 	 	 	 	 	 	 	 	 	 	 
	Category 3
	 	 	2.75%	 	 	 	3.75%	 	 	 	0.50%	 
	< 1.25 to 1.0
	 	 	 	 	 	 	 	 	 	 	 	 







For purposes of the foregoing, (a) the Applicable Rate shall be determined as of the
end of each fiscal quarter of the Company based upon the Company’s annual or
quarterly consolidated financial statements delivered pursuant to Section
5.01 and (b) each change in the Applicable Rate resulting from a change in the
Fixed Charge Coverage Ratio shall be effective during the period commencing on and
including the date of delivery to the Administrative Agent of such consolidated
financial statements indicating such change and ending on the date immediately
preceding the effective date of the next such change, provided that the Fixed Charge
Coverage Ratio shall be deemed to be in Category 3 (A) at any time that an Event of
Default has occurred and is continuing or (B) at the option of the Administrative
Agent or at the request of the Required Lenders if the Borrowers fail to deliver the
annual or quarterly consolidated financial statements required to be delivered
pursuant to Section 5.01, during the period from the expiration of the time
for delivery thereof until such consolidated financial statements are delivered.



“Availability Block” means an amount equal to $0.00.




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 2









 





“Borrowing Base” means, at any time, with respect to each Borrower, the
sum of (a) 85% of such Borrower’s Eligible Accounts at such time, plus (b)
the lesser of: (i) 50% of such Borrower’s Eligible Inventory, valued at the lower of
cost or market value, determined on a first-in-first-out basis, at such time and
(ii) the product of 85% multiplied by the Net Orderly Liquidation Value percentage
identified in the most recent inventory appraisal ordered by the Administrative
Agent multiplied by such Borrower’s Eligible Inventory, valued at the lower of cost
or market value, determined on a first-in-first-out basis, at such time; provided
that the aggregate amount included in the Borrowing Base of a Borrower under this
clause (b) shall not exceed an amount equal to 20% of such Borrowing Base,
minus (c) Reserves related to such Borrower. The Administrative Agent may,
in its sole discretion, reduce the advance rates set forth above, adjust Reserves
(other than the Availability Block) or reduce one or more of the other elements used
in computing the Borrowing Base.



“Maturity
Date” means September 30, 2012 or any earlier date on which the
Revolving Commitments are reduced to zero or otherwise terminated pursuant to the
terms hereof.



“Pension Reserve” means a reserve which the Administrative Agent from
time to time establishes in its reasonable discretion for unfunded pension
obligations of the Company that exceed cash reserves therefor that are held by the
Administrative Agent in a segregated account subject to a Lien in favor of the
Administrative Agent, for the benefit of the Lenders, and under the sole control of
the Administrative Agent. As of December 3, 2009, the Pension Reserve is $0.00 and
shall remain $0.00 unless and until the Administrative Agent gives the Company two
days prior notice which may be given electronically that the Pension Reserve shall
be a higher amount as specified in such notice.



“Restructuring Costs” means severance expenses, and other charges
reasonably acceptable to the Administrative Agent which are incurred by the Company
and which do not exceed (a) $10,000,000 during the fiscal year ended December 31,
2009, (b) $1,000,000 during the fiscal year ended December 31, 2010, and (c)
$1,000,000 during the fiscal year ended December 31, 2011.



“Revolving Commitment” means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit, Overadvances and Swingline Loans hereunder,
expressed as an amount representing the maximum possible aggregate amount of such
Lender’s Revolving Credit Exposure hereunder, as such commitment may be reduced or
increased from time to time pursuant to (a) Section 2.09 and (b) assignments
by or to such Lender pursuant to Section 9.04. The amount of each Lender’s
Revolving Commitment as of December 3, 2009 is set forth on the Commitment
Schedule, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Revolving Commitment, as applicable. As of December 3, 2009,
the aggregate amount of the Lenders’ Revolving Commitments is $25,000,000.



Section 2.2 Amendment to Definition of “Eligible Accounts”. Clause (c),
clause (e), clause (p) and clause (t) of the definition of “Eligible
Accounts” contained in Section 1.01 of the Credit Agreement are amended and restated to
read in their respective entireties as follows:




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 3









 





(c) which (i) is unpaid more than 90 days after the date of the original
invoice therefor or more than 60 days after the original due date or (ii) has been
written off the books of the Borrower or otherwise designated as uncollectible;



(e) which is owing by an Account Debtor to the extent the aggregate amount of
Accounts owing from such Account Debtor and its Affiliates to (i) such Borrower
exceeds 20% of the aggregate amount of Eligible Accounts of such Borrower or (ii)
all Borrowers exceeds 20% of the aggregate amount of Eligible Accounts of all
Borrowers;




(p) [Intentionally Omitted.]



(t) which is owed by an Account Debtor located in any jurisdiction which
requires filing of a “Notice of Business Activities Report” or other similar report
in order to permit the applicable Borrower to seek judicial enforcement in such
jurisdiction of payment of such Account, unless (i) such Borrower has filed such
report or qualified to do business in such jurisdiction, or (ii) such Borrower does
not transact business in such jurisdiction (other than in respect of Accounts owed
by Account Debtors located in such jurisdiction) or is otherwise not required to
qualify to do business in such jurisdiction;



Section 2.3 Additions to Section 1.01 of the Credit Agreement. The following
definitions are added to Section 1.01 of the Credit Agreement in proper alphabetical order
and shall read in their respective entireties as follows:



“Availability” means, with respect to all the Borrowers, at any time,
an amount equal to (a) the lesser of the Revolving Commitment and the Aggregate
Borrowing Base minus (b) the Pension Reserve minus (c) the Revolving
Credit Exposure of all Revolving Lenders.



“Trigger Period” means the period beginning on the date that
Availability is less than $7,500,000 and ending on the date thereafter, if any, on
which Availability has been equal to or greater than $15,000,000 for 60 consecutive
days.



Section 2.4 Deletions from Section 1.01 of the Credit Agreement. The definitions of
“Estimated Unfunded Pension Obligations” and “Final Pension Payment Date” are deleted from
Section 1.01 of the Credit Agreement.



Section 2.5 Amendment to Section 2.04(a) of the Credit Agreement. Effective as of the
Effective Date, the reference to “$5,000,000” in clause (a) of Section 2.04 of the
Credit Agreement is amended and restated to read “$2,000,000”.



Section 2.6 Amendment to Section 5.01(c) of the Credit Agreement. Effective as of the
Effective Date, clause (c) of Section 5.01 of the Credit Agreement is amended and
restated to read in its entirety as follows:



(c) within 30 days after the end of each fiscal month of the Company other than
any fiscal month which coincides with the end of a fiscal quarter, its consolidated
and consolidating balance sheet and related statements of operations, stockholders’
equity and cash flows as of the end of and for such fiscal month and the then
elapsed portion of the fiscal year, setting forth in each case in comparative form
the figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by one of
its Financial Officers as presenting fairly in all material respects the financial
condition and results of operations of the Company




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 4









 





and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes;



Section 2.7 Amendment to Section 5.01(g) of the Credit Agreement. Effective as of the
Effective Date, clause (g) and clause (k) of Section 5.01 of the Credit
Agreement is amended and restated to read in its entirety as follows:



(g) (i) as soon as available but no later than 3 Business Days following the
end of each calendar week during a Trigger Period, (ii) as may be requested by the
Administrative Agent during any time that a Default exists, and (iii) as soon as
available but no later than 20 days of the end of each calendar month during any
other time not described in the preceding clauses (i) and (ii), an Aggregate
Borrowing Base Certificate, together with a Borrowing Base Certificate from or with
respect to each Borrower and supporting information in connection therewith,
together with any additional reports with respect to the Aggregate Borrowing Base or
any Borrowing Base as the Administrative Agent may reasonably request;



(k) (i) as soon as available but no later than 3 Business Days following the
end of each calendar week during a Trigger Period, (ii) as may be requested by the
Administrative Agent during any time that a Default exists, and (iii) as soon as
available but no later than 20 days of the end of each calendar month during any
other time not described in the preceding clauses (i) and (ii), the Borrowers’ sales
and collection report (including a schedule of all earned but unbilled Accounts),
cash receipts journal (identifying trade and non-trade cash receipts) and debit
memo/credit memo journal;



Section 2.8 Amendment to Section 5.01(m) of the Credit Agreement. Effective as of the
Effective Date, clause (m) of Section 5.01 of the Credit Agreement is amended and
restated to read in its entirety as follows:



(m) (i) within 20 days after (A) each March 31 if during a Trigger Period and
each September 30 if during a Trigger Period and (B) each September 30 during any
other time, and (ii) at such other times as may be requested by the Administrative
Agent if a Default exists, an updated customer list for each Borrower and its
Subsidiaries, which list shall state the customer’s name, mailing address and phone
number and shall be certified as true and correct by a Financial Officer of the
Borrower Representative;



Section 2.9 Amendment to Section 5.01(o) of the Credit Agreement. Effective as of the
Effective Date, clause (o) of Section 5.01 of the Credit Agreement is amended and
restated to read in its entirety as follows:



(o) within 15 days of the first Business Day of (i) each March if during a
Trigger Period and each September if during a Trigger Period and (ii) each September
during any other time, a certificate of good standing for each Loan Party from the
appropriate governmental officer in its jurisdiction of incorporation, formation, or
organization;



Section 2.10 Amendment to Section 5.02 of the Credit Agreement. Effective as of the
Effective Date, (a) the references to “$200,000” in clause (d) and clause (g) of
Section 5.02 of the Credit Agreement are each amended and restated to read “$1,000,000”,
and (b) clause (b) of Section 5.02 of the Credit Agreement is amended and restated
to read in its entirety as follows:




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 5









 





(b) receipt of any notice of any governmental investigation or any litigation
or proceeding commenced against any Loan Party that (i) seeks stated damages in
excess of $1,000,000, (ii) seeks injunctive relief, (iii) is asserted or instituted
against any Plan, its fiduciaries or its assets, (iv) alleges criminal misconduct by
any Loan Party, (v) alleges the violation of any law regarding, or seeks remedies in
connection with, any Environmental Laws, or (vi) contests any tax, fee, assessment,
or other governmental charge in excess of $1,000,000;



Section 2.11 Amendment to Section 5.06 of the Credit Agreement. Effective as of the
Effective Date, the last sentence of Section 5.06 of the Credit Agreement is amended and
restated to read in its entirety as follows:



Notwithstanding the foregoing, if no Event of Default has occurred and is
continuing, the Loan Parties will not be required to pay for more than two field
examinations during any calendar year.



Section 2.12 Amendment to Section 5.09 of the Credit Agreement. Effective as of the
Effective Date, Section 5.09 of the Credit Agreement is amended and restated to read in its
entirety as follows:



SECTION 5.09 Insurance. Each Loan Party will, and will cause each
Subsidiary to, maintain with financially sound and reputable carriers having a
financial strength rating of at least “A” by A.M. Best Company (a) insurance in such
amounts (with no greater risk retention) and against such risks (including loss or
damage by fire and loss in transit; theft, burglary, pilferage, larceny,
embezzlement, and other criminal activities; business interruption; and general
liability) and such other hazards, as is customarily maintained by companies of
established repute engaged in the same or similar businesses operating in the same
or similar locations and (b) all insurance required pursuant to the Collateral
Documents. The Borrowers will furnish to the Lenders, upon request of the
Administrative Agent, information in reasonable detail as to the insurance so
maintained.



Section 2.13 Amendment to Section 5.11 of the Credit Agreement. Effective as of the
Effective Date, the proviso appearing at the end of the last sentence of Section 5.11 of
the Credit Agreement is amended and restated to read in its entirety as follows:



provided, however, that if no Event of Default has occurred and is continuing, up to
two such appraisals per calendar year shall be at the sole expense of the Loan
Parties.



Section 2.14 Amendment to Section 6.01(e) of the Credit Agreement. Effective as of
the Effective Date, the reference to “$7,500,000” in clause (e) of Section 6.01 of the
Credit Agreement is amended and restated to read “$10,000,000”.



Section 2.15 Amendment to Section 6.04 of the Credit Agreement. Effective as of the
Effective Date, (a) the references to “$200,000” in clause (c), clause (d), and
clause (e) of Section 6.04 of the Credit Agreement are each amended and restated to
read “$500,000”, and (b) clause (l) of Section 6.04 of the Credit Agreement is
amended and restated to read in its entirety as follows:



(l) other acquisitions, loans, advances, Guarantees or other investments made
during any fiscal year in an aggregate amount not to exceed the lesser of: (i)
$5,000,000 or (ii) an amount equal to (1) the Cap Ex Limit for such fiscal year as
specified in Section 6.12, less (2) the Capital Expenditures, other than
Insurance Capital Expenditures, made by the Loan Parties and their Subsidiaries
during such fiscal year.




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 6









 





Section 2.16 Amendment to Section 6.05(h) of the Credit Agreement. Effective as of
the Effective Date, clause (h) of Section 6.05 of the Credit Agreement is amended
and restated to read in its entirety as follows:



(h) dispositions of (i) the Riverside Property, (ii) real estate assets owned
on December 3, 2009 by Press-Enterprise Company and located in San Jacinto,
California, and (iii) real estate assets owned on December 3, 2009 by
Press-Enterprise Company and located in Banning, California provided, in each case,
that the Net Proceeds received from such disposition are applied in accordance with
Section 2.11 hereof and no Default or Event of Default exists or would result from
such disposition;



Section 2.17 Amendment to Section 6.05(i) of the Credit Agreement. Effective as of
the Effective Date, clause (i) of Section 6.05 of the Credit Agreement is amended
and restated to read in its entirety as follows:



(i) disposition of (i) the real estate assets located at 51 Washington Street,
Providence, Rhode Island and (ii) the real estate assets located at 75 Fountain
Street, Providence, Rhode Island provided, in each case, that the Net Proceeds
received from such disposition are applied in accordance with Section 2.11 hereto
and no Default or Event of Default exists or would result from such disposition;



Section 2.18 Amendment to Section 6.05(k) of the Credit Agreement. Effective as of
the Effective Date, clause (k) of Section 6.05 of the Credit Agreement is amended
and restated to read in its entirety as follows:



(k) disposition of real property assets located at 4800 LBJ Freeway, Dallas,
Texas owned by The Dallas Morning News, Inc. provided the Net Proceeds received from
such disposition are applied in accordance with Section 2.11 hereto and no Default
or Event of Default exists or would result from such disposition;



Section 2.19 Additions to Section 6.05 of the Credit Agreement. Effective as of the
Effective Date, the following two clauses are added to Section 6.05 as clause (l)
and (m) and the current clause (l) shall be renamed clause (n) and all such
clauses shall all read in their respective entireties as follows:



(l) disposition of a portion of the North Plant (as defined on Schedule 5.13)
consisting of approximately 8.2 acres of real property located at the southeast
corner of Coit Road and Plano Parkway in West Plano, Texas owned by The Dallas
Morning News, Inc. provided Borrowers receive no less than $1,500,000 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;



(m) disposition of the South Plant (as defined on Schedule 5.13) provided that
(i) prior to or contemporaneously with such disposition, Borrowers shall pledge real
property as additional Collateral for the Obligations and shall deliver such title
policies, surveys, and other information with respect to such real property as
reasonably requested by the Administrative Agent and such pledged real property (A)
shall be acceptable to the Administrative Agent in its reasonable discretion and (B)
shall have an appraised fair market value of no less than the portion of the South
Plant being disposed of, (ii) the Net Proceeds received from such disposition are
applied in accordance with Section 2.11 hereto and (iii) no Default or Event of
Default exists or would result from such disposition;




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 7









 





(n) sales, transfers and other dispositions of assets (other than Equity
Interests in a Subsidiary unless all Equity Interests in such Subsidiary are sold)
that are not permitted by any other paragraph of this Section, provided that the
aggregate fair market value of all assets sold, transferred or otherwise disposed of
in reliance upon this paragraph (n) shall not exceed $10,000,000 during any fiscal
year of the Borrowers;



Section 2.20 Amendment to Section 6.12 of the Credit Agreement. Effective as of the
Effective Date, Section 6.12 of the Credit Agreement is amended and restated to read in its
entirety as follows:



SECTION 6.12 Capital Expenditures. The Borrowers will not, and will not
permit any Subsidiary to, incur or make any Capital Expenditures, other than
Insurance Capital Expenditures, during any fiscal year in excess of an amount equal
to (a) the Cap Ex Limit (hereinafter defined) for such fiscal year less (b)
the aggregate principal amount invested, loaned, or advanced by the Loan Parties and
their Subsidiaries in connection with all investments, loans, and advances made
under the permissions of Section 6.04(l) in such fiscal year. As used
herein, “Cap Ex Limit” means (i) $16,000,000 for fiscal year ending December
31, 2009, (ii) $20,000,000 for fiscal year ending December 31, 2010, and (iii)
$20,000,000 for fiscal year ending December 31, 2011.



Section 2.21 Amendment to Section 6.13 of the Credit Agreement. Effective as of the
Effective Date, Section 6.13 of the Credit Agreement is amended and restated to read in its
entirety as follows:



SECTION 6.13 Financial Covenants.



(a) Minimum Adjusted EBITDA. The Borrowers shall have Adjusted EBITDA,
determined for each period specified below if a Testing Period exists as of such
date of determination, in an amount not less than the amount specified for such
period as follows (amounts in parenthesis indicate negative (deficit) amounts):



12 months ending September 30, 2009: $15,000,000


12 months ending December 31, 2009:  $22,500,000



(b) Fixed Charge Coverage Ratio. If a Testing Period exists as of the
end of any fiscal quarter beginning with the fiscal quarter ended March 31, 2010,
the Borrowers shall maintain a Fixed Charge Coverage Ratio, calculated as of the end
of such fiscal quarter for the four fiscal quarters then ended, of no less than 1.00
to 1.00.



As used in this Section 6.13, the term “Testing Period” means the
period beginning on the date that Availability is less than $17,500,000 and ending
on the date thereafter, if any, on which Availability has been equal to or greater
than $20,000,000 for 60 consecutive days.



Section 2.22 Amendment to Article VII of the Credit Agreement. Effective as of the
Effective Date, (a) each reference to “$200,000” in clause (k), clause (l) and
clause (r) of Article VII of the Credit Agreement is amended and restated to read
“$1,000,000” and (b) clause (s) of Article VII of the Credit Agreement is amended
and restated in its entirety to read as follows:



(s) [Intentionally Omitted]




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 8









 





Section 2.23 Amendment to Commitment Schedule. Effective as of the Effective Date,
the Commitment Schedule to the Credit Agreement is amended and restated to read as
Schedule 1 to this Amendment.



Section 2.24 Amendment to Schedules. Effective as of the Effective Date,
Schedules 3.05, 3.06 and 3.15 to the Credit Agreement are amended and
restated to read as Schedules 3.05, 3.06 and 3.15 to this Amendment,
respectively.



ARTICLE 3




Amendment to Security Agreement




Section 3.1 Amendment to Section 4.14 of the Security Agreement. Effective as of the
Effective Date, Section 4.14 of the Security Agreement is amended and restated to read in its
entirety as follows:



4.14 Deposit Account Control Agreements. Such Grantor will provide to
the Administrative Agent a Deposit Account Control Agreement duly executed on behalf
of each financial institution holding a Deposit Account of such Grantor as set forth
in the Security Agreement; provided that, unless an Event of Default has occurred
and is continuing, no Grantor shall be required to provide a Deposit Account Control
Agreement for any Deposit Account so long as (a) such Deposit Account is not a
Collateral Deposit Account (as defined herein) and (b) the aggregate account balance
in all such Deposit Accounts shall not exceed $200,000 at any time.



Section 3.2 Amendment to Section 7.2 of the Security Agreement. Effective as of the
Effective Date, the last sentence of Section 7.2 of the Security Agreement is amended and restated
to read in its entirety as follows:



Notwithstanding the foregoing, no Grantor shall be required to provide a Deposit
Account Control Agreement for any Deposit Account so long as (i) such Deposit
Account is not a Collateral Deposit Account and (ii) the aggregate account balance
in all such Deposit Accounts shall not exceed $200,000 at any time.



Section 3.3 Amendment to Section 7.3 of the Security Agreement. Effective as of the
Effective Date, Section 7.3 of the Security Agreement is amended and restated to read in its
entirety as follows:



7.3. Application of Proceeds; Deficiency. All amounts deposited in the
Collection Account shall be deemed received by the Administrative Agent in
accordance with Section 2.18 of the Credit Agreement and shall, after having been
credited to the Collection Account, be applied (and allocated) by Administrative
Agent in accordance with Section 2.10(b) of the Credit Agreement. The
Administrative Agent shall require all other cash proceeds of the Collateral, which
are not required to be applied to the Obligations pursuant to Section 2.11 of the
Credit Agreement, to be deposited in an investment account or interest-bearing
account, with the Administrative Agent and held there as security for the Secured
Obligations. No Grantor shall have any control whatsoever over said investment
account. Any such proceeds of the Collateral shall be applied in the order set
forth in Section 2.18 of the Credit Agreement unless a court of competent
jurisdiction shall otherwise direct. The balance, if any, after all of the Secured
Obligations have been satisfied, shall be deposited by the Administrative Agent into
such




SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 9









 





Grantor’s general operating account with the Administrative Agent. The
Grantors shall remain liable for any deficiency if the proceeds of any sale or
disposition of the Collateral are insufficient to pay all Secured Obligations,
including any attorneys’ fees and other expenses incurred by Administrative Agent or
any Lender to collect such deficiency.



ARTICLE 4




Conditions; Advances




Section 4.1 Conditions. The effectiveness of Articles 2 and 3 of this
Amendment is subject to the satisfaction of the following conditions precedent:



(a) The Administrative Agent shall have received, each in form and substance reasonably
satisfactory to the Administrative Agent,



(i) this Amendment duly executed by the Borrowers and the Lenders; and



(ii) the Master Assignment duly executed by the parties thereto;



(b) The representations and warranties contained herein and in all other Loan Documents, as
amended hereby, shall be true and correct in all material respects as of the date hereof as if made
on the date hereof, except for such representations and warranties limited by their terms to a
specific date;




(c) No Default or Event of Default shall exist; and



(d) The Administrative Agent shall have received all fees and expenses owing to the
Administrative Agent under the terms of the Loan Documents including, without limitation, the fees
set forth in the Fee Letter dated as of the date hereof.



Section 4.2 Advances Among Lenders; Pro Rata. If on the effective date of this
Amendment, the Revolving Loans outstanding are not held by the Lenders pro rata in accordance with
their Applicable Percentages, the Lenders shall promptly make advances among themselves (either
directly or through the Administrative Agent) so that after giving effect thereto the Revolving
Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages
hereunder. Such advances made under this Section by each Lender whose Applicable Percentage has
increased (as compared to its Applicable Percentage in effect immediately prior to the
effectiveness of this Amendment) shall be deemed to be a purchase of a corresponding amount of the
Revolving Loans of the Lender or Lenders whose Applicable Percentages have decreased (as compared
to the Applicable Percentages in effect immediately prior to the effectiveness of this Amendment).
The advances made under this Section shall be CBFR Loans made under each Lender’s Revolving
Commitment.



ARTICLE 5




Release of Mortgages




Section 5.1 Release of Certain Mortgages. Upon the effectiveness of this Amendment,
the Administrative Agent is authorized to release its Lien on the real property covered by the
following Mortgages:




(a) Deed of Trust relating to the real property located at 51 Washington Street,
Providence, Rhode Island;




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(b) Deed of Trust relating to the real property located at 75 Fountain Street,
Providence, Rhode Island; and




(c) Deed of Trust relating to the real property located at 3512 14th Street, Riverside,
California and 3450 14th Street, Riverside, California.



On the Effective Date, the Administrative Agent shall execute release documents for the
foregoing Deeds of Trust in form and substance reasonably satisfactory to the Loan Parties, and
shall deliver such documents to the Loan Parties or their designee for recording by the applicable
title company in the appropriate real property records, to effectuate such Lien releases.



ARTICLE 6


Miscellaneous




Section 6.1 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 6.2 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 6.3 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 6.4 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. When effective pursuant to Section 4.1 hereof,
this Amendment shall be a Loan Document.



Section 6.5 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.




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Section 6.6 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.



Section 6.7 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 6.8 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 6.9 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 6.10 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 6.11 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 6.12 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






SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 12











 



THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES 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 	 
	 



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	 	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 	 
	 



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	 	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 	 
	 



SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 15




 


 









 







	 	 	 	 	 
	 	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 	 
	 



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	 	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
 	 
	 	 	Jeff A. Tompkins 	 
	 	 	Vice President 	 
	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 	By:  	/s/
Shannan Pratt
 	 
	 	 	Shannan Pratt 	 
	 	 	Senior Vice President 	 
	 



SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, Page 17