DallasNews Corp Sample Contracts

A. H. BELO CORPORATION and MELLON INVESTOR SERVICES LLC RIGHTS AGREEMENT Dated as of January 11, 2008
Rights Agreement • January 18th, 2008 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • New York

Agreement, dated as of January 11, 2008, between A. H. Belo Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”).

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UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • August 6th, 2014 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Delaware

This UNIT PURCHASE AGREEMENT, dated as of August 5, 2014 (this “Agreement”), is hereby entered into by and among Gannett Co., Inc., a Delaware corporation (“Purchaser”), Classified Ventures, LLC, a Delaware limited liability company (the “Company”), the undersigned Seller Subsidiaries (as defined below) and the applicable undersigned parent of each Seller Subsidiary (individually a “Seller” and collectively the “Sellers”).

CREDIT AGREEMENT dated as of February 4, 2008 among A. H. BELO CORPORATION, as Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC, as Joint Lead...
Credit Agreement • February 5th, 2008 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • New York

CREDIT AGREEMENT dated as of February 4, 2008, among A. H. BELO CORPORATION; the LENDERS party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as Issuing Bank (in such capacity, the “Issuing Bank”).

FORM OF LIMITED GUARANTY
Limited Guaranty • July 25th, 2014 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • New York

THIS LIMITED GUARANTY (this “Limited Guaranty”) is made and entered into as of _____________ ___, 2014 by A. H. Belo Corporation, a Delaware corporation (the “Guarantor”) and, solely with respect to its obligations under Article III, The Providence Journal Company, a Delaware corporation (the “Seller”), for the benefit of LMG Rhode Island Holdings, Inc., a Delaware corporation (the “Buyer”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 8th, 2017 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 6th day of September, 2017, by and among Tim Storer (“Executive”), A. H. Belo Corporation, a Delaware corporation (the “Company”), and DMV Digital Holdings Company, a Delaware corporation (“DMV”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 11th, 2018 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas

This Amended and Restated Employment Agreement (the “Agreement”) is entered into as of the 10th day of December, 2018 (the “Effective Date”), by and among Tim Storer (“Executive”), A. H. Belo Corporation, a Texas corporation (the “Company”), and (solely for purposes of Sections 8(a)(i) and 20 below) DMV Digital Holdings Company, a Delaware corporation (“DMV”).

May 12, 2022 To:Katy Murray From:
Retention Bonus Agreement • May 12th, 2022 • DallasNews Corp • Newspapers: publishing or publishing & printing

DallasNews Corporation (the “Company”) desires to incentivize you to maintain your employment with the Company (or its successor) in the event a “change in control” of the Company occurs. This letter agreement (this “Letter”) sets forth the entire agreement between you and the Company with respect to this retention bonus opportunity and supersedes all prior agreements, promises, covenants, arrangements, communications, representations, or warranties, whether oral or written, by any officer, employee, or representative of any party to this Agreement with respect to such subject matter hereof. Capitalized terms used in this Letter but not otherwise defined shall have the meanings set forth in Exhibit A to this Letter.

PURCHASE AND SALE AGREEMENT by and between THE DALLAS MORNING NEWS, INC., as Seller, and 508 YOUNG ACQUISITION LP, as Purchaser
Purchase and Sale Agreement • October 29th, 2018 • A. H. Belo Corp • Newspapers: publishing or publishing & printing

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of October, 2018 (the “Effective Date”) by and between THE DALLAS MORNING NEWS, INC. a Delaware corporation (“Seller”), and 508 YOUNG ACQUISITION LP, a Texas limited partnership (“Purchaser”).

PENSION PLAN TRANSFER AGREEMENT
Pension Plan Transfer Agreement • October 8th, 2010 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

This Pension Plan Transfer Agreement (this “Agreement”), dated as of October 6, 2010, is entered into by and between Belo Corp., a Delaware corporation (“BLC”), and A. H. Belo Corporation, a Delaware corporation (“AHC”).

AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 4th, 2013 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • California

This AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT, dated as of October 31, 2013 (this “Amendment”), between Press-Enterprise Company, a Delaware corporation (the “Seller”), AHC California Properties, LLC, a Delaware limited liability company (“AHC California”), and A. H. Belo Management Services Inc., a Delaware corporation (“AHBMS” and, together with AHC California, the “Affiliated Sellers”), on the one hand, and Freedom Communications Holdings, Inc., a Delaware corporation (the “Buyer”), on the other hand.

ASSET PURCHASE AGREEMENT among THE PROVIDENCE JOURNAL COMPANY, as the Seller, and LMG RHODE ISLAND HOLDINGS, INC., as the Buyer
Asset Purchase Agreement • July 25th, 2014 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • New York

ASSET PURCHASE AGREEMENT, dated as of July 22, 2014 (this “Agreement”), among The Providence Journal Company, a Delaware corporation (the “Seller”), and LMG Rhode Island Holdings, Inc., a Delaware corporation (the “Buyer”).

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 30, 2009 among A. H. BELO CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, As Borrowers, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A. as...
Credit Agreement • February 2nd, 2009 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 30, 2009 (as it may be amended or modified from time to time, this “Agreement”), 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., as Borrowers, the other Loan Parties party thereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

FIRST AMENDMENT TO TAX MATTERS AGREEMENT
Tax Matters Agreement • September 15th, 2009 • A. H. Belo CORP • Newspapers: publishing or publishing & printing

This First Amendment to Tax Matters Agreement (this “Amendment”) is dated as of September 14, 2009, by and between Belo Corp., a Delaware corporation (“Belo”), and A. H. Belo Corporation, a Delaware corporation (“A. H. Belo” and, together with Belo, each, a “Party” and collectively, the “Parties”). Any capitalized terms used herein for which definitions are not provided in this Amendment shall have the same meanings assigned to such terms in the Tax Matters Agreement between the Parties dated as of February 8, 2008 (the “Original Agreement”).

SEPARATION AND DISTRIBUTION AGREEMENT by and between BELO CORP. and A. H. BELO CORPORATION Dated as of February , 2008
Separation and Distribution Agreement • January 18th, 2008 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of February , 2008, by and between Belo Corp., a Delaware corporation (“Belo”), and A. H. Belo Corporation, a Delaware corporation and a wholly owned subsidiary of Belo (“Newspaper Holdco,” and, together with Belo, each, a “Party” and collectively, the “Parties”).

PAPER SUPPLY AGREEMENT
Paper Supply Agreement • May 6th, 2019 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • New York

THIS PAPER SUPPLY AGREEMENT (this “Agreement”) is entered into this 6th day of May 2019, by and between GANNETT SUPPLY CORPORATION, a Delaware corporation (“Gannett”), and THE DALLAS MORNING NEWS, INC., a Delaware corporation (“Buyer”) for the purchase and sale of newsprint.

FORM OF LIMITED GUARANTY
Limited Guaranty • October 11th, 2013 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • California

THIS LIMITED GUARANTY (this “Limited Guaranty”) is made and entered into as of [DATE] by A. H. Belo Corporation, a Delaware corporation (the “Guarantor”) for the benefit of Freedom Communications Holdings, Inc., a Delaware corporation (the “Buyer”).

TAX MATTERS AGREEMENT By and between BELO CORP. and A. H. BELO CORPORATION Dated as of February , 2008
Tax Matters Agreement • January 18th, 2008 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

TAX MATTERS AGREEMENT dated as of February __, 2008 (this “Agreement”) between Belo Corp, a Delaware corporation (“Belo”) and A. H. Belo Corporation., a Delaware corporation whose sole shareholder is Belo (“A. H. Belo” and, together with Belo, each, a “Party” and collectively, the “Parties”).

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT
Credit Agreement • May 4th, 2011 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED SECURITY AGREEMENT (“Amendment”), dated as of May 2, 2011 (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”).

Effective July 17, 2019 Mr. Timothy M. Storer
Employment Agreement • July 29th, 2019 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas
SECOND MODIFICATION AGREEMENT
Modification Agreement • June 30th, 2021 • DallasNews Corp • Newspapers: publishing or publishing & printing • Texas

THIS SECOND MODIFICATION AGREEMENT (this “Agreement”) is entered into as of the 30th day of June, 2021 (the “Effective Date”), by and between THE DALLAS MORNING NEWS, INC., a Delaware corporation (“Lender”), and CHARTER DMN HOLDINGS, LP, a Texas limited partnership (“Borrower”).

THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 3rd, 2010 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

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”).

AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 25th, 2013 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • California

This AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT, dated as of November 21, 2013 (this “Amendment”), between Press-Enterprise Company, a Delaware corporation (the “Seller”), AHC California Properties, LLC, a Delaware limited liability company (“AHC California”), and A. H. Belo Management Services Inc., a Delaware corporation (“AHBMS” and, together with AHC California, the “Affiliated Sellers”), on the one hand, and Freedom Communications Holdings, Inc., a Delaware corporation (the “Buyer”), on the other hand.

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Prologis Net Lease
Net Lease • July 1st, 2024 • DallasNews Corp • Newspapers: publishing or publishing & printing
PURCHASE AND SALE AGREEMENT by and between THE DALLAS MORNING NEWS, INC., as Seller, and CHARTER DMN HOLDINGS, LP, as Purchaser
Purchase and Sale Agreement • May 17th, 2019 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of May 17, 2019 (the "Effective Date") by and between THE DALLAS MORNING NEWS, INC. a Delaware corporation ("Seller"), and CHARTER DMN HOLDINGS, LP, a Texas limited partnership ("Purchaser").

EMPLOYEE MATTERS AGREEMENT by and between BELO CORP. and A. H. BELO CORPORATION Dated as of February , 2008
Employee Matters Agreement • January 18th, 2008 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

This Employee Matters Agreement (this “Agreement”), dated as of February , 2008, is entered into by and between Belo Corp., a Delaware corporation (“Belo”), and A. H. Belo Corporation, a Delaware corporation (“Newspaper Holdco”).

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 11th, 2011 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of March 10, 2011 (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”).

Contract
Credit Agreement • October 24th, 2008 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • New York

FIRST AMENDMENT AND WAIVER, dated as of October 23, 2008 (this “Amendment”), to the Credit Agreement dated as of February 4, 2008 (as heretofore amended, the “Credit Agreement”), among A. H. BELO CORPORATION, a Delaware corporation, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

EMPLOYMENT AGREEMENT
Employment Agreement • March 6th, 2017 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas

This Employment Agreement (“Agreement”) is entered into as of the 2nd day of March, 2017 (the “Effective Date”), by and among Tim Storer (“Executive”), A. H. Belo Corporation, a Delaware corporation (the “Company”), and (solely for purposes of Sections 8(a)(i) and 20 below) DMV Digital Holdings Company, a Delaware corporation (“DMV”).

GUARANTY OF LEASE
Guaranty of Lease • January 3rd, 2017 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas

FOR VALUE RECEIVED, and in consideration for, and as an inducement to 1914 COMMERCE LEASING LLC, a Texas limited liability company, to enter into a sublease (the “Lease”) as “Landlord” with The Dallas Morning News, Inc., a Delaware corporation, as “Tenant,” the undersigned, whether to one or more, jointly and severally do hereby unconditionally guarantee to Landlord the full and timely performance and observance of all the covenants, conditions, and agreements therein provided to be performed and observed by Tenant and expressly agree that the validity of this Guaranty of Lease and the obligations of the undersigned hereunder shall in no way be terminated, affected or impaired by reason of any forbearances, settlements or compromises between Landlord and Tenant or the invalidity of the Lease for any reason whatsoever or by the relief of Tenant from any of Tenant’s obligations under the Lease by operation of law or otherwise, including, without limitation of the generality of the forego

SEVERANCE AGREEMENT AND GENERAL RELEASE
Severance Agreement • January 19th, 2012 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

This Severance Agreement and General Release (“Agreement”), entered into by and between John C. McKeon (“you” or the “Employee”) and The Dallas Morning News, Inc. (the “Company”) (collectively, the “Parties”) as of the Effective Date, arises from the separation of your employment.

AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • February 2nd, 2009 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of January 30, 2009 by and between A. H. BELO CORPORATION, a Delaware corporation (“Belo”), THE DALLAS MORNING NEWS, INC., a Delaware corporation (“Dallas”), DENTON PUBLISHING COMPANY, a Texas corporation (“Denton”), DFW PRINTING COMPANY, INC., a Delaware corporation (“DFW”), DMI ACQUISITION SUB, INC., a Delaware corporation (“DMI”), PRESS-ENTERPRISE COMPANY, a California corporation (“Press”), THE PROVIDENCE JOURNAL COMPANY, a Delaware corporation (“Providence”) and certain of their Subsidiaries who are listed on the signature pages hereto (each a “Grantor”, and collectively, the “Grantors”), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

SERVICES AGREEMENT by and between BELO CORP. and A. H. BELO CORPORATION dated February , 2008
Services Agreement • January 18th, 2008 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Texas

This SERVICES AGREEMENT (this “Agreement”) dated as of February , 2008, by and between Belo Corp., a Delaware corporation (“Belo”), and A. H. Belo Corporation, a Delaware corporation (“Newspaper Holdco,” and, together with Belo, each a “Party” and collectively, the “Parties”).

SUBLEASE AGREEMENT for OLD DALLAS LIBRARY BUILDING at
Sublease Agreement • January 3rd, 2017 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas

THIS SUBLEASE AGREEMENT (this “Lease”) is entered into to be effective as of December 30, 2016 (the “Effective Date”), between 1914 COMMERCE LEASING LLC, a Texas limited liability company (“Landlord”), whose address is c/o 1914 Commerce GM, Inc., 1800 Valley View Lane, Ste. 300, Farmers Branch, TX 75234, and The Dallas Morning News, Inc., a Delaware corporation (“Tenant”), whose address until the Commencement Date (as hereinafter defined) is 508 Young Street, Dallas, Texas 75202, and whose address thereafter will be that of the Premises (as hereinafter defined).

AGREEMENT
Agreement • March 11th, 2011 • A. H. Belo CORP • Newspapers: publishing or publishing & printing • Delaware

This Agreement (the “Agreement”) is entered into by and between A. H. Belo Corporation, a Delaware corporation (“AHC”), Belo Corp., a Delaware corporation (“Belo”), and the Pension Benefit Guaranty Corporation, a United States government corporation (“PBGC,” and collectively with AHC and Belo, the “Parties”), and is effective on the first date that each of the Parties has signed this Agreement (the “Effective Date”).

THIRD MODIFICATION AGREEMENT
Modification Agreement • June 30th, 2022 • DallasNews Corp • Newspapers: publishing or publishing & printing • Texas

THIS THIRD MODIFICATION AGREEMENT (this “Agreement”) is entered into as of the 30th day of June, 2022 (the “Effective Date”), by and between THE DALLAS MORNING NEWS, INC., a Delaware corporation (“Lender”), and CHARTER DMN HOLDINGS, LP, a Texas limited partnership (“Borrower”).

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