DallasNews Corp Sample Contracts
A. H. BELO CORPORATION and MELLON INVESTOR SERVICES LLC RIGHTS AGREEMENT Dated as of January 11, 2008Rights 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”).
UNIT PURCHASE AGREEMENTUnit 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 GUARANTYLimited 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 AGREEMENTEmployment 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 AGREEMENTEmployment 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 PurchaserPurchase 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”).
TRANSACTION BONUS AGREEMENTTransaction Bonus Agreement • July 10th, 2025 • DallasNews Corp • Newspapers: publishing or publishing & printing • Texas
This TRANSACTION BONUS AGREEMENT (this “Agreement”) is made effective as of the 9th day of July, 2025 (the “Effective Date”) by and between Katy Murray (“Executive”) and DallasNews Corporation (the “Company”). The Company and Executive are referred to herein individually as a “Party” and together as the “Parties”.
PENSION PLAN TRANSFER AGREEMENTPension 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 AGREEMENTAsset 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 BuyerAsset 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 AGREEMENTTax 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”).
July 9, 2025Retention Bonus Agreement • July 10th, 2025 • 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, including, without limitation, that certain retention letter dated May 12, 2022 by and between you and the Company. Capitalized terms used in this Letter but not otherwise defined shall have the meanings set forth in Exhibit A to this Letter.
SEPARATION AND DISTRIBUTION AGREEMENT by and between BELO CORP. and A. H. BELO CORPORATION Dated as of February , 2008Separation 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 AGREEMENTPaper 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.
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 30th, 2025 • DallasNews Corp • Newspapers: publishing or publishing & printing • Texas
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “First Amendment”) is executed as of February 3, 2025 (the “Effective Date”), by and between The Dallas Morning News, Inc., a Delaware corporation (“Seller”), and Plano Estates, LLC, a Texas limited liability company (“Purchaser”) as successor by assignment to 2201 Luna Road, LLC, a Texas limited liability company (“Original Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Purchase Agreement.
FORM OF LIMITED GUARANTYLimited 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 , 2008Tax 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 AGREEMENTCredit 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. StorerEmployment Agreement • July 29th, 2019 • A. H. Belo Corp • Newspapers: publishing or publishing & printing • Texas
SECOND MODIFICATION AGREEMENTModification 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 AGREEMENTCredit 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 AGREEMENTAsset 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.
Prologis Net LeaseNet 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 PurchaserPurchase 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").
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 30th, 2025 • DallasNews Corp • Newspapers: publishing or publishing & printing • Texas
This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”) is executed as of February 28, 2025 (the “Effective Date”), by and between The Dallas Morning News, Inc., a Delaware corporation (“Seller”), and Plano Estates, LLC, a Texas limited liability company (“Purchaser”) as successor by assignment to 2201 Luna Road, LLC, a Texas limited liability company (“Original Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Purchase Agreement.
EMPLOYEE MATTERS AGREEMENT by and between BELO CORP. and A. H. BELO CORPORATION Dated as of February , 2008Employee 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”).
SECOND AMENDMENT TOAgreement and Plan of Merger • September 15th, 2025 • DallasNews Corp • Newspapers: publishing or publishing & printing
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of September 14, 2025, is made and entered into by and among Hearst Media West, LLC, a Delaware limited liability company (“Parent”), Destiny Merger Sub, Inc., a Texas corporation (“Merger Sub”), DallasNews Corporation, a Texas corporation (the “Company”), and, solely for purposes of Section 9.17 of the Merger Agreement (as defined below), Hearst Communications, Inc., a Delaware corporation (“Guarantor”). Parent, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among HEARST MEDIA WEST, LLC, DESTINY MERGER SUB, INC., DALLASNEWS CORPORATION, and, solely for purposes of Section 9.17, HEARST COMMUNICATIONS, INC. Dated as of July 9, 2025Merger Agreement • July 10th, 2025 • DallasNews Corp • Newspapers: publishing or publishing & printing • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 9, 2025, is made by and among Hearst Media West, LLC, a Delaware limited liability company (“Parent”), Destiny Merger Sub, Inc., a Texas corporation (“Merger Sub”), DallasNews Corporation, a Texas corporation (the “Company”), and, solely for purposes of Section 9.17, Hearst Communications, Inc., a Delaware corporation (“Guarantor”). Each of Parent, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article 1.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit 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”).
ContractCredit 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 AGREEMENTEmployment 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”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • July 10th, 2025 • DallasNews Corp • Newspapers: publishing or publishing & printing • Texas
This VOTING AND SUPPORT AGREEMENT, dated as of July 9, 2025 (this “Agreement”), is entered into by and between Hearst Media West, LLC, a Delaware limited liability company (“Parent”), and the undersigned shareholders (the “Shareholders”) of DallasNews Corporation, a Texas corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).