FIRST AMENDMENT TO TAX MATTERS
AGREEMENT
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
”).
WHEREAS, A. H. Belo and its subsidiaries were
members of the Belo Consolidated Group;
WHEREAS, Belo distributed all of the shares of
stock of A. H. Belo to the shareholders of Belo (the “
Distribution ”) on February 8, 2008;
WHEREAS, as a result of the Distribution, A. H.
Belo Group ceased to be included in the Belo Consolidated
Group;
WHEREAS, the Parties entered into the Original
Agreement in connection with the Distribution to allocate the Tax
responsibilities, liabilities and benefits of transactions that
occurred on, prior to and after the date of the Distribution and to
address other Tax matters; and
WHEREAS, the Parties desire to make certain
amendments to the Original Agreement.
NOW, THEREFORE, in consideration of the premises
and mutual covenants and agreements herein, the Parties (each on
behalf of itself and each of its Affiliates) hereby agree as
follows:
1. Section 2.07 is deleted in its entirety
and the following inserted in lieu thereof:
Section 2.07 Carrybacks .
(a) Except
as otherwise provided in Sections 2.07(b) and 2.07(c), A. H.
Belo shall file (or cause to be filed) on a timely basis any
available election to waive the carryback of net operating losses,
Tax credits or other Tax Items by A. H. Belo or any Affiliate from
a Post-Distribution Tax Period to a Straddle Period or
Pre-Distribution Tax Period.
(b) A. H.
Belo Group shall carryback its net operating loss determined for
federal, state and local Income Tax purposes for its
Post-Distribution Tax Period ending December 31, 2008 into the
Pre-Distribution Tax Period of the Belo Consolidated Group ending
December 31, 2007 by not making the election pursuant to
Treasury Regulation Sec