Contract

Exhibit 10.1

FIRST AMENDMENT, dated as of August 11, 2010 (this “Amendment”), to the 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 (the “Credit Agreement”), among BELO CORP., the Lenders party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

WITNESSETH:

WHEREAS the Lenders have agreed to extend credit to the Borrower under the Credit Agreement on the terms and subject to the conditions set forth therein; and

WHEREAS the Borrower has requested that the Lenders amend a certain provision of the Credit Agreement and the Lenders whose signatures appear below, constituting the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the recitals hereto) have the meanings assigned to them in the Credit Agreement.

SECTION 2. Amendment to the Credit Agreement. Section 2.08(b)(iii) of the Credit Agreement is hereby amended by deleting “(x)”, replacing the word “and” immediately before clause (y) thereof with a period and deleting clause (y) at the end thereof.

SECTION 3. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and to each of the Lenders, as of the Amendment Effective Date (as defined below), that:

(a) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational and, if required, stockholder or other equityholder action. This Amendment has been duly executed and delivered by the Borrower and this Amendment and the Credit Agreement, as amended by this Amendment, constitutes legal, valid and binding obligations of the Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of the Borrower set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, except in the case of any such representation or warranty that expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects on and as of such earlier date.

(c) On and as of the Amendment Effective Date, after giving effect to this Amendment, no Default has occurred and is continuing.

SECTION 4. Effectiveness. This Amendment shall become effective, as of the date first above written, on the date (the “Amendment Effective Date”) on which the Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Borrower and Lenders constituting the Required Lenders.

SECTION 5. Effect of Amendment. (a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(b) On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging shall be as effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8. Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9. Fees and Expenses. Without limiting the Borrower’s obligations under the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.


		BELO CORP.,

		By
				/s/ R/ Xxxx Xxx

				Name: R. Xxxx Xxx
				Title: Vice President

		JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,

		by


				Name:
				Title:

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written.


		BELO CORP.,

		By


				Name:
				Title:

		JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent,

		by
				/s/ Xxxxx XxXxxxxx

				Name: Xxxxx XxXxxxxx
				Title: Senior Vice President

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	Bank of America, N.A.

	by
		/s/ Xxx X. Xxxxxxx

		Name: Xxx X. Xxxxxxx
		Title: Senior Vice President

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	BNP Paribas

	by
		/s/ Xxxx Xx

		Name: Xxxx Xx
		Title: Vice President


Name of Institution:¹	BNP Paribas

	by
		/s/ Xxxxxx Xxxxxxx

		Name: Xxxxxx Xxxxxxx
		Title: Managing Director


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


SUNTRUST BANK:

	by
		/s/ Xxxxxxx Xxxx

		Name: Xxxxxxx Xxxx
		Title: Director

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	Sumitomo Mitsui Banking Corporation

	by
		/s/ Xxxxxxx X. Xxxx

		Name: Xxxxxxx X. Xxxx
		Title: Executive Officer

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	The Bank of Tokyo-Mitsubishi UFJ, Ltd

	by
		/s/ Xxxx Xxxxxx

		Name: XXXX XXXXXX
		Title: Authorized Signatory

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	The Northern Trust Company

	by
		/s/ Xxxxxx X. Xxxxx

		Name: XXXXXX X. XXXXX
		Title: VICE PRESIDENT

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	Capital One Bank N.A.

	by
		/s/ Xxxxxxx Xxxxx

		Name: Xx. Xxxxxxx Xxxxx
		Title: SVP

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	The Bank of New York Mellon

	by
		/s/ Xxxxxx Xxxxxxxxx

		Name: Xxxxxx Xxxxxxxxx
		Title: Vice President

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	MIZUHO CORPORATE BANK, LTD.

	by
		/s/ Xxxxxxx Xxxx

		Name: Xxxxxxx Xxxx
		Title: Authorized Signatory

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	BMO Capital Markets Financing, Inc.

	by
		/s/ Xxxxxxx Xxxxxxxxxxx

		Name: XXXXXXX XXXXXXXXXXX
		Title: DIRECTOR

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	Xxxxx Fargo Bank N.A.
	(as successor to Wachovia Bank N.A.)

	by
		/s/ Xxxxxxxx X. Xxxxxxxxx

		Name: Xxxxxxxx X. Xxxxxxxxx
		Title: Managing Director

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	UNION BANK, N.A.

	by
		/s/ Xxxxxx Xxx

		Name: Xxxxxx Xxx
		Title: Vice President


Name of Institution:¹
	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	Bank of China, New York Branch

	by
		/s/ Xxxxxxx Xxxxxx Xxxxx

		Name: Xxxxxxx Xxxxxx Xxxxx
		Title: Deputy General Manager

Name of Institution:¹

	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	U.S. Bank, N.A.

	by
		/s/ Xxxxxxx XxXxxx

		Name: Xxxxxxx XxXxxx
		Title: VP

Name of Institution:¹
	by

		Name:
		Title:


¹		For any Lender requiring a second signature line.

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	AMEGY BANK NATIONAL ASSOCIATION

	by
		/s/ Xxxxxx X. Xxx

		Name: Xxxxxx X. Xxx
		Title: Vice-President

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


Name of Institution:	Xxxxx Xxx
	Commercial Bank, Ltd., New York Branch

	by
		/s/ Xxxx X.X. Xxxx

		Name: Xxxx X.X. Xxxx
		Title: VP & General Manger

SIGNATURE PAGE TO
FIRST AMENDMENT TO
BELO CORP CREDIT AGREEMENT


		E.Sun Commercial Bank, Ltd., Los Angeles Branch

		by
				/s/ Xxxxxxxx Xxx

				Name: Xxxxxxxx Xxx
				Title: EVP & General Manager

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