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 Section 1.1502-21(b)(3)(ii)(B) (or
any equivalent state or local Income Tax authority) and not making
the election pursuant to Treasury
Regulation 1.1502-
21(b)(3)(i) (or
any equivalent state or local Income Tax authority) for such
Post-Distribution Tax Period and by not otherwise relinquishing the
carryback period for which the A. H. Belo Group was a member of the
Belo Consolidated Group. A. H. Belo shall provide to Belo a copy of
its Income Tax Returns for its Post-Distribution Tax Period ending
December 31, 2008 and any other materials and information
required by Belo to file the necessary Returns in order to obtain
any available Refunds (for federal, state or local Income Tax
purposes) for the Pre-Distribution Tax Period of the Belo
Consolidated Group ending December 31, 2007. Belo shall file
such Returns and any Refunds resulting from such carrybacks shall
be allocated to the Parties on such basis as the Parties shall
agree in writing. Belo shall pay to A. H. Belo the portion of any
Refund to which it is entitled within ten (10) days of
receiving the Refund from the applicable Taxing Authority or if
agreed to by the Parties in writing, Belo shall hold such portion
on behalf of A. H. Belo to satisfy other obligations of A. H. Belo
to Belo.
(c) If A.
H. Belo and Belo agree in writing for the A. H. Belo Group to
carryback any net operating loss determined for federal, state
or
