FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.1

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of August 18, 2009 (the “Effective Date”), is among A.H. BELO CORPORATION, THE PROVIDENCE JOURNAL COMPANY, PRESS-ENTERPRISE COMPANY, XXXXXX 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 (the “Credit Agreement”), pursuant to which the Lenders have provided certain credit facilities to the Borrowers.

B. Effective July 20, 2009, The Providence Journal Company sold all of the Equity Interests issued by Rhode Island Monthly Communications, Inc. and, as a result, Rhode Island Monthly Communications, Inc. is no longer a Loan Party.

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

Amendment

Section 2.1 Amendment to Section 6.05 of the Credit Agreement. Effective as of the Effective Date, clause (j) of Section 6.05 of the Credit Agreement is amended and restated to read in its entirety as follows:

(j) disposition of real property assets located in Arlington, Texas owned by DFW Printing Company provided the Borrowers receive no less than $1,000,000 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;

ARTICLE 3

Miscellaneous

Section 3.1 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 3.2 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 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, (c) after giving effect to this Amendment, no Default or Event of Default exists; and (d) the articles of incorporation, bylaws, and other governing documents that are attached to each Loan Parties’ respective officer’s certificates dated as of January 30, 2009 have not been modified or rescinded and remain in full force and effect.

Section 3.3 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 3.4 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 in such agreements, documents, and instruments, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby. When effective pursuant to Section 3.13 hereof, this Amendment shall be a Loan Document.

Section 3.5 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.

Section 3.6 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, 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 3.7 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 3.8 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 3.9 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 3.10 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 3.11 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, IN LAW OR 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 3.12 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 THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.

Section 3.13 Required Lenders. Pursuant to Section 9.02 of the Credit Agreement, the Credit Agreement may be modified as provided in this Amendment with the agreement of the Required Lenders which means Lenders having Revolving Credit Exposure and unused Commitments representing more than 51.0% of the sum of the total Revolving Credit Exposure and unused Commitments (such percentage applicable to a Lender, herein such Lender’s “Required Lender Percentage”). For purposes of determining the effectiveness of this Amendment, each Lender’s Required Lender Percentage is set forth on Schedule 3.13 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/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Senior Vice President/Chief Financial Officer

	THE DALLAS MORNING NEWS, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	XXXXXX PUBLISHING COMPANY
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	DFW PRINTING COMPANY, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	DMI ACQUISITION SUB, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary


	PRESS-ENTERPRISE COMPANY
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	THE PROVIDENCE JOURNAL COMPANY
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	OTHER LOAN PARTIES: A.H. BELO MANAGEMENT SERVICES, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	AL DIA, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	THE BELO COMPANY
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
		Xxxxxx X. Xxxxxxx, Xx.,
		Vice President/Assistant Secretary

	BELO ENTERPRISES, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
		Xxxxxx X. Xxxxxxx, Xx.,
		Vice President/Assistant Secretary


	BELO INTERACTIVE, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	BELO INVESTMENTS II, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
		Xxxxxx X. Xxxxxxx, Xx.,
		Vice President/Assistant Secretary

	BELO TECHNOLOGY ASSETS, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	NEWS-TEXAN, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary

	PROVIDENCE HOLDINGS, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
		Xxxxxx X. Xxxxxxx, Xx.,
		Vice President/Assistant Secretary

	TDMN NEW PRODUCTS, INC.
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary


	TRUE NORTH REAL ESTATE LLC
	By:	A. H. Belo Corporation, its the sole member

	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx, Senior Vice President/
		Chief Financial Officer

	WASHINGTON STREET GARAGE CORPORATION
	By:	/s/ Xxxxxx X. Xxxxx
		Xxxxxx X. Xxxxx,
		Treasurer/Assistant Secretary


ADMINISTRATIVE AGENT AND LENDERS: JPMORGAN CHASE BANK, N.A., individually, as a Lender, Administrative Agent, Issuing Bank and Swingline Lender
By:	/s/ Xxxx X. Xxxxxxxx
	Name:	Xxxx X. Xxxxxxxx
	Title:	Vice President

BANK OF AMERICA, N.A., as a Lender
By	/s/ Xxxxxxxxxxx X. Xxx
	Name:	Xxxxxxxxxxx X. Xxx
	Title:	Senior Vice President

SUNTRUST BANK, as a Lender
By	/s/ Xxxxxxxx Xxxx
	Name:	Xxxxxxxx Xxxx
	Title:	Director

CAPITAL ONE BANK, N.A., as a Lender
By	/s/ Xxxxxx X. Xxxxxxxx
	Name:	Xxxxxx X. Xxxxxxxx
	Title:	Senior Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By
	Name:
	Title:

THE NORTHERN TRUST COMPANY, as a Lender
By	/s/ Xxxxxx X. Xxxxx
	Name:	Xxxxxx X. Xxxxx
	Title:	Vice President


COMERICA BANK, as a Lender
By	/s/ Xxxxx X. Xxxx
	Name:	Xxxxx X. Xxxx
	Title:	Vice President

THE BANK OF NEW YORK MELLON, as a Lender
By	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Vice President

AMEGY BANK, NATIONAL ASSOCIATION as a Lender
By	/s/ Xxxxx Xxxx
	Name:	Xxxxx Xxxx
	Title:	Officer

US BANK NATIONAL ASSOCIATION, as a Lender
By	/s/ Xxxxxxx XxXxxx
	Name:	Xxxxxxx XxXxxx
	Title:	Vice President

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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