1 EXHIBIT 1.2 A. H. BELO CORPORATION UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES)Underwriting Agreement • June 10th, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
EXHIBIT 1 DISTRIBUTION AGREEMENTDistribution Agreement • April 21st, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
RECITALSRights Agreement • March 13th, 2001 • Belo Corp • Newspapers: publishing or publishing & printing
UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2001 • Belo Corp • Newspapers: publishing or publishing & printing • New York
2 3 Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; and any reference to any...Underwriting Agreement • February 28th, 1996 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
1 EXHIBIT 2.2 FIRST AMENDMENT TO EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO EXCHANGE AGREEMENT (this "Amendment"), dated as of October 15, 1997, is entered into by and between BELO HOLDINGS, INC., a Delaware corporation ("Belo Holding"), COLONY CABLE...Exchange Agreement • October 30th, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing • Texas
EXHIBIT 10.1 FIVE-YEAR CREDIT AGREEMENTCredit Agreement • March 18th, 2002 • Belo Corp • Newspapers: publishing or publishing & printing • New York
2 3 (and votes such Shares in accordance with this Agreement) and (2) investment power over such shares (and causes such trust or similar entity to retain such Shares until the termination of this Agreement); (y) such Stockholder shall be permitted to...Stockholders Agreement • November 5th, 1996 • Belo a H Corp • Newspapers: publishing or publishing & printing • Delaware
W I T N E S S E T H:Stockholders Agreement • November 5th, 1996 • Belo a H Corp • Newspapers: publishing or publishing & printing • Delaware
COMPANY ANDIndenture • August 13th, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
CONFORMED COPY AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 14th, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
BETWEENMaster Trust Agreement • March 19th, 1998 • Belo a H Corp • Newspapers: publishing or publishing & printing • Massachusetts
WITNESSETH:Retirement Agreement • May 14th, 2002 • Belo Corp • Newspapers: publishing or publishing & printing • Texas
1 EXHIBIT 4.4 AMENDED AND RESTATED RIGHTS AGREEMENT Agreement, dated as of March 10, 1986, as amended and restated as of February 28, 1996, between A.H. Belo Corporation, a Delaware corporation (the "Company"), and Chemical Mellon Shareholder...Rights Agreement • March 15th, 2000 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
COMPANY AND TRUSTEE INDENTUREIndenture • April 21st, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
No. 1 $_____,000,000 A. H. BELO CORPORATION _______% SENIOR NOTE DUE JUNE ___, 2002 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...Senior Note Agreement • June 10th, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing
BELO CORP. Underwriting AgreementUnderwriting Agreement • November 16th, 2009 • Belo Corp • Television broadcasting stations • New York
Belo Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $275,000,000 principal amount of its 8.00% Senior Notes due 2016 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of June 1, 1997 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank, N.A., formerly known as The Chase Manhattan Bank (the “Trustee”), and a Supplemental Indenture to be dated as of November 16, 2009 (the “Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and the Trustee, and will be guaranteed on an unsecured subordinated basis by each of the Guarantors (the “Guarantees”).
Draft of February 27, 1996 A. H. BELO CORPORATION SERIES A COMMON STOCK (PAR VALUE $1.67 PER SHARE) UNDERWRITING AGREEMENT (INTERNATIONAL VERSION)Underwriting Agreement • February 28th, 1996 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
VOTING AND SUPPORT AGREEMENT AND IRREVOCABLE PROXYVoting and Support Agreement • June 18th, 2013 • Belo Corp • Television broadcasting stations • Delaware
This Voting and Support Agreement and Irrevocable Proxy (this “Agreement”), dated as of June 12, 2013, is entered into by and among Belo Corp., a Delaware corporation (“Belo”), Gannett Co., Inc., a Delaware corporation (“Gannett”), and (“Stockholder”, together with Belo and Gannett, the “parties”).
1 EXHIBIT 10.4(1) SEPARATION AGREEMENT This SEPARATION AGREEMENT (the "Agreement") is entered into as of the 30th day of June, 1998, by and between A. H. BELO CORPORATION, a Delaware corporation (the "Company"), and MICHAEL D. PERRY ("MDP"). W I T N E...Separation Agreement • August 7th, 1998 • Belo a H Corp • Newspapers: publishing or publishing & printing • Texas
LIMITED PARTNERSHIP AGREEMENT OF CRIMSON CARDINAL, L.P.Limited Partnership Agreement • February 10th, 2012 • Belo Corp • Television broadcasting stations • Texas
This instrument is the Limited Partnership Agreement of Crimson Cardinal, L.P, dated effective April 9, 2011, by and among Decherd WBD Company, LLC, a Texas limited liability company, as General Partner, and the other individuals and legal entities whose names are set forth on Exhibit A attached to this instrument, as Limited Partners.
AGREEMENT AND PLAN OF MERGER among BELO CORP., GANNETT CO., INC., and DELTA ACQUISITION CORP. dated as of June 12, 2013Merger Agreement • June 18th, 2013 • Belo Corp • Television broadcasting stations • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 12, 2013, by and among BELO CORP., a Delaware corporation (the “Company”), GANNETT CO., INC., a Delaware corporation (“Gannett”), and DELTA ACQUISITION CORP., a Delaware corporation and wholly-owned subsidiary of Gannett (“Merger Sub”).
FIRST AMENDMENT TO MASTER DEFINED CONTRIBUTION TRUST AGREEMENT by and between A.H. BELO CORPORATION and MELLON BANK, N.A.Master Defined Contribution Trust Agreement • February 28th, 1996 • Belo a H Corp • Newspapers: publishing or publishing & printing
FIVE-YEAR CREDIT AGREEMENT dated as of May 3, 2005 among BELO CORP., as Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A. as Administrative AgentCredit Agreement • May 9th, 2005 • Belo Corp • Newspapers: publishing or publishing & printing • New York
CREDIT AGREEMENT dated as of May 3, 2005, among BELO CORP.; 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”).
FIRST AMENDMENT TO TAX MATTERS AGREEMENTTax Matters Agreement • September 15th, 2009 • Belo Corp • Television broadcasting stations
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”).
ANDWarrant Agreement • April 21st, 1997 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
1- 2 Station's community of license; provided, however, that, if any Network Program offered hereunder is accepted, by Affiliated Station, upon any other terms or conditions to which CBS agrees in writing, then the provisions of this Agreement shall...Affiliation Agreement • February 28th, 1996 • Belo a H Corp • Newspapers: publishing or publishing & printing • New York
Form of Agreement executed by: Belo Advertising Customer Services, Inc. Belo Capital Bureau, Inc. Belo San Antonio, Inc. Belo Technology Assets II, Inc. Belo TV, Inc. Corporate Arena Associates, Inc. King News Corporation KONG-TV, Inc. KSKN...Guarantee Agreement • November 16th, 2009 • Belo Corp • Television broadcasting stations
SUPPLEMENT NO. 1 dated as of November 16, 2009 (this “Supplement”), to the Guarantee Agreement dated as of February 26, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee Agreement”), among BELO CORP., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower from time to time party thereto (together with the Borrower, the “Guarantors”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of June 7, 2006 among BELO CORP., as Borrower, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A. as Administrative Agent J.P. MORGAN SECURITIES...Five-Year Competitive Advance and Revolving Credit Facility Agreement • June 8th, 2006 • Belo Corp • Newspapers: publishing or publishing & printing • New York
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of June 7, 2006, among BELO CORP.; 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”).
EMPLOYEE MATTERS AGREEMENT by and between BELO CORP. and A. H. BELO CORPORATION Dated as of February 8, 2008Employee Matters Agreement • February 12th, 2008 • Belo Corp • Television broadcasting stations • Texas
This Employee Matters Agreement (this “Agreement”), dated as of February 8, 2008, is entered into by and between Belo Corp., a Delaware corporation (“Belo”), and A. H. Belo Corporation, a Delaware corporation (“Newspaper Holdco”).
SALES PLANSales Plan • December 19th, 2001 • Belo Corp • Newspapers: publishing or publishing & printing
Belo Corp. Belo 2004 Executive Compensation Plan Form of Option Grant Agreement (Employee) [DATE]Option Grant Agreement • December 7th, 2004 • Belo Corp • Newspapers: publishing or publishing & printing
Belo Corp., a Delaware corporation (the "Company"), pursuant to its 2004 Executive Compensation Plan (the "Plan"), grants to the Participant named below the following option to purchase shares of its Common Stock:
Belo Corp. Belo 2004 Executive Compensation Plan Form of Option Grant Agreement (Non-Employee Director) [DATE]Option Grant Agreement • December 7th, 2004 • Belo Corp • Newspapers: publishing or publishing & printing
Belo Corp., a Delaware corporation (the "Company"), pursuant to its 2004 Executive Compensation Plan (the "Plan"), grants to the member of the Board of Directors named below (the "Director") the following option to purchase shares of its Common Stock:
AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 16, 2009 (this “Restatement Agreement”), to the Amended and Restated Five-Year Competitive Advance and Revolving Credit Agreement dated as of February 26, 2009 (as so amended, the “Existing...Amendment and Restatement Agreement • November 16th, 2009 • Belo Corp • Television broadcasting stations • New York
AMENDED AND RESTATED FIVE-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT dated as of February 26, 2009, as further amended and restated as of November 16, 2009, among BELO CORP., the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SEPARATION AND DISTRIBUTION AGREEMENT By and Between BELO CORP. and A. H. BELO CORPORATION Dated as of February 8, 2008Separation and Distribution Agreement • February 12th, 2008 • Belo Corp • Television broadcasting stations • Texas
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of February 8, 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”).
