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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 NETWORKS, INC., a Rhode
Island corporation ("Colony"), PJ PROGRAMMING, INC., a Rhode Island corporation
("PJPI"), BHI SUB, INC., a Delaware corporation ("Belo Sub" and, with Belo
Holdings, Colony and PJPI, sometimes hereinafter referred to as the "Belo
Entities"), and THE X.X. XXXXXXX COMPANY, an Ohio corporation ("Scripps").
W I T N E S S E T H
WHEREAS, Belo Holdings, Colony, PJPI, Belo Sub, and Scripps are parties to
that certain Exchange Agreement, dated as of September 4, 1997 (the "Exchange
Agreement");
WHEREAS, the parties hereto desire to amend the Exchange Agreement,
subject to the terms and conditions of this Amendment; and
WHEREAS, the parties hereto are willing to amend the Exchange Agreement,
pursuant to the terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Exchange
Agreement.
2. Amendments to Exchange Agreement.
(a) Section 102(c). Section 10.2(c) of the Exchange Agreement is
hereby amended and restated in its entirety as follows:
"(c) Notwithstanding any other provision of this Agreement to the
contrary: (i) no party hereto will be liable to any other party hereto
pursuant to this Section 10.2 or otherwise except to the extent that the
aggregate amount of losses indemnified thereunder exceeds $2,5000,000; (ii)
the total aggregate liability of the Belo Entities, on the one hand, and
Scripps, on the other hand, for losses that may arise under this Section
10.2 or otherwise will not exceed $25,000,000; and (iii) any claims for
losses pursuant to this Section 10.2 or otherwise can only be made in
respect of indemnifiable claims actually filed or commenced on or prior to
eighteen months after the First Closing Date. Notwithstanding any other
provision of this Agreement to the contrary, each party's liability for
losses relating to indemnifiable claims for Taxes ("Tax
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Losses") shall be without limit in dollar amount (although still subject
to Section 10.2 (c) (i), except for matters referred to in Section 2.9 of
the Belo Disclosure Schedule, which such matters shall be without limit in
dollar amount and shall not be subject to Section 10.2 (c)(i) and claims
for Tax Losses pursuant hereto may be made at any time."
3. Effective Date. This Amendment will be come effective as of the date
first above written.
4. Miscellaneous.
(a) Except as expressly amended herein, all terms, covenants and
provisions of the Exchange Agreement are and shall remain in full force and
effect.
(b) This Amendment shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. No third party
beneficiaries are intended in connection with this Amendment.
(c) This Amendment shall be governed by, construed and enforced in
accordance with the laws of the State of Texas without regard to its conflicts
of laws and principles.
(d) This Amendment may be executed in several counterparts, and all
counterparts so executed shall constitute one agreement, binding on the parties
hereto, notwithstanding that the parties are not signatory to the same
counterpart.
(e) In addition to other remedies provided herein, if a party defaults in
the performance of its obligations under this Amendment and fails to complete
the transactions contemplated hereby, as and when herein set forth, and the
other party shall not be in material default, such party shall be entitled to
apply for and obtain specific performance, which shall be in addition to any and
all other rights and remedies available to such party at law or in equity.
Each party hereby acknowledges that monetary damages alone would not be an
adequate compensation to the other party, and agrees that if any action is
brought seeking specific performance, each party shall waive the defense that
there is an adequate remedy at law.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their duly authorized officers, all as of the day and year first
above written.
BELO HOLDINGS, INC.
By:
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Name:
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Title:
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COLONY CABLE NETWORKS, INC.
By:
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Name:
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Title:
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PJ PROGRAMMING, INC.
By:
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Name:
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Title:
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BHI SUB, INC.
By:
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Name:
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Title:
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THE X.X. XXXXXXX COMPANY
By:
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Name:
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Title:
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