BELO A H CORP, 10-Q, 1997-11-14

BELO A H CORP
10-Q, 1997-11-14
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NO. 1-8598

A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

P. O. BOX 655237
DALLAS, TEXAS 75265-5237
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (214) 977-6606

Former name, former address and former fiscal year,
if changed since last report.
NONE

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

YES X NO
---- ----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
CLASS OUTSTANDING AT OCTOBER 31, 1997
----- -------------------------------
<S> <C>
Common Stock, $1.67 par value 62,047,288
</TABLE>

* Consisting of 52,857,075 shares of Series A Common Stock and 9,190,213 shares
of Series B Common Stock.

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A. H. BELO CORPORATION
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION

Item 1. Financial Statements........................................................... 1

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations............................... 7

PART II OTHER INFORMATION

Item 1. Legal Proceedings.............................................................. 12

Item 2. Changes in Securities.......................................................... 12

Item 3. Defaults Upon Senior Securities................................................ 12

Item 4. Submission of Matters to a Vote of Security Holders............................ 12

Item 5. Other Information.............................................................. 12

Item 6. Exhibits and Reports on Form 8-K............................................... 12

</TABLE>

<PAGE> 3
PART I.

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF EARNINGS
A. H. Belo Corporation and Subsidiaries

<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
==============================================================================================================
In thousands, except per share amounts
(unaudited) 1997 1996 1997 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcasting $ 132,957 $ 79,803 $ 377,153 $ 240,795
Newspaper publishing 182,958 121,575 491,495 359,128
Other 3,141 769 14,927 2,287
--------- --------- --------- ---------

Total net operating revenues 319,056 202,147 883,575 602,210

OPERATING COSTS AND EXPENSES
Salaries, wages and employee benefits 103,931 58,403 276,419 171,474
Other production, distribution and operating costs 86,040 56,050 233,518 157,807
Newsprint, ink and other supplies 40,170 35,236 106,756 113,487
Depreciation 18,975 11,077 52,837 34,216
Amortization 17,832 4,946 43,772 14,827
--------- --------- --------- ---------

Total operating costs and expenses 266,948 165,712 713,302 491,811
--------- --------- --------- ---------

Earnings from operations 52,108 36,435 170,273 110,399

OTHER INCOME AND EXPENSE
Interest expense (26,903) (5,380) (63,224) (20,531)
Other, net 998 436 4,601 5,381
--------- --------- --------- ---------

Total other income and expense (25,905) (4,944) (58,623) (15,150)

EARNINGS
Earnings before income taxes 26,203 31,491 111,650 95,249
Income taxes 11,245 12,565 52,752 38,103
--------- --------- --------- ---------

Net earnings $ 14,958 $ 18,926 $ 58,898 $ 57,146
========= ========= ========= =========

Net earnings per common and common equivalent share $ .24 $ .42 $ 1.03 $ 1.36
========= ========= ========= =========

Cash dividends declared per share $ .22 $ .22 $ .44 $ .41
========= ========= ========= =========

Average shares outstanding 62,877 44,964 57,329 42,142
- --------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements.

1
<PAGE> 4

<TABLE>
<CAPTION>
CONSOLIDATED CONDENSED BALANCE SHEETS
A. H. Belo Corporation and Subsidiaries

===================================================================================================================
Dollars in thousands September 30, December 31,
(Current year unaudited) 1997 1996
- -------------------------------------------------------------------------------------------------------------------

<S> <C> <C>
ASSETS

Current assets:
Cash and temporary cash investments $ 23,084 $ 13,829
Accounts receivable, net 193,824 129,976
Prepaid income taxes 23,481 --
Other current assets 56,712 28,120
----------- -----------
Total current assets 297,101 171,925

Property, plant and equipment, net 601,254 370,780
Intangible assets, net 2,517,423 582,248
Other assets, at cost 145,443 99,119
----------- -----------
Total assets $ 3,561,221 $ 1,224,072
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 32,940 $ 26,239
Accrued expenses 88,074 40,834
Other current liabilities 48,646 22,240
----------- -----------
Total current liabilities 169,660 89,313

Long-term debt 1,591,496 631,857
Deferred income taxes 462,812 121,808
Other liabilities 38,518 10,611

Shareholders' equity:
Preferred stock
Common stock, $1.67 par value. Authorized
150,000,000 shares:
Series A: Issued 61,161,362 shares at September 30, 1997
and 35,404,850 shares at December 31, 1996 102,140 59,126
Series B: Issued 9,195,926 shares at September 30, 1997
and 9,177,133 shares at December 31, 1996 15,357 15,326
Additional paid-in capital 1,145,823 302,737
Retained earnings 342,614 301,316
----------- -----------
Total 1,605,934 678,505

Less cost of 8,321,700 shares of Series A treasury stock (306,146) (306,146)
Less deferred compensation - restricted shares (1,053) (1,876)
----------- -----------
Total shareholders' equity 1,298,735 370,483

Total liabilities and shareholders' equity $ 3,561,221 $ 1,224,072
---------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements.

2
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
A. H. Belo Corporation and Subsidiaries

Nine months ended September 30,
===============================================================================================================
In thousands
(unaudited) 1997 1996
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATIONS
Net earnings $ 58,898 $ 57,146
Adjustments to reconcile net earnings
to net cash provided by operations:
Depreciation and amortization 96,609 49,043
Deferred income taxes 25,876 6,244
Other, net (706) (1,427)
Net change in current assets and liabilities:
Accounts receivable (2,301) 3,902
Other current assets (4,510) 2,122
Accounts payable (1,711) (5,690)
Accrued expenses (1,413) 1,333
Accrued interest 17,110 (169)
Income taxes (23,632) (1,266)
Other current liabilities 8,610 723
----------- -----------
Net cash provided by operations 172,830 111,961

INVESTING
Acquisitions (852,058) (74,091)
Capital expenditures (50,263) (30,105)
Sale of investment -- 3,750
Other, net (6,626) (4,158)
----------- -----------
Net cash used for investing (908,947) (104,604)

FINANCING
Net proceeds from sale of stock -- 198,513
Borrowings for acquisitions 1,025,545 75,180
Refinancing of Providence Journal debt (200,000) --
Net proceeds from fixed rate debt offerings 989,994 --
Net payments on revolving debt (1,058,574) (270,786)
Payment of dividends on stock (17,600) (12,156)
Net proceeds from exercise of stock options 6,007 4,846
----------- -----------
Net cash provided by (used for) financing 745,372 (4,403)

Net increase in cash and temporary cash investments 9,255 2,954
Cash and temporary cash investments at beginning of period 13,829 12,846
----------- -----------
Cash and temporary cash investments at end of period $ 23,084 $ 15,800
=========== ===========

SUPPLEMENTAL DISCLOSURES
Value of stock issued for acquisition $ 870,399 $ --
KIRO/KMOV asset exchange $ 152,000 $ --
Interest paid, net of amounts capitalized $ 44,262 $ 20,700
Income taxes paid, net of refunds $ 49,556 $ 32,196
- -----------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements.

3
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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries

(1) The accompanying unaudited consolidated condensed financial statements
of A. H. Belo Corporation and subsidiaries (the "Company" or "Belo")
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. The
balance sheet at December 31, 1996 has been derived from the audited
consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and nine-month periods
ended September 30, 1997 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1997. For further
information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report on Form 10-K
for the year ended December 31, 1996 and the consolidated financial
statements of The Providence Journal Company ("PJC") for the year ended
December 31, 1996 included in the Company's report on Form 8-K/A filed
May 2, 1997.

Certain amounts for the prior periods have been reclassified to conform
to the current year presentation.

(2) On February 28, 1997, Belo completed the acquisition of PJC by issuing
25,394,564 shares of Series A Common Stock and paying $587 million to
former shareholders of PJC. Belo also incurred approximately $100
million in employee and transaction costs and refinanced $200 million
of PJC debt. The acquisition has been accounted for as a purchase. The
Company's consolidated financial results for the nine-month period
ended September 30, 1997 include the operations of PJC since March 1,
1997 and exclude the results of the Company's interest in America's
Health Network ("AHN"), a cable network acquired as part of the PJC
transaction, but subsequently disposed of effective July 31, 1997. The
results of the Television Food Network ("TVFN") are excluded effective
July 1, 1997, as a result of the Company's decision in June to divest
its interest in TVFN. See Footnote (4).

The cost of the PJC acquisition has been allocated on the basis of the
estimated fair market value of the assets acquired. This preliminary
purchase price allocation resulted in goodwill and intangibles of
approximately $1.8 billion, which includes approximately $300 million
of deferred taxes based on the value of identifiable intangibles.
Goodwill and intangibles arising from the purchase of PJC are being
amortized on a straight line basis over 40 years, except for the value
assigned to the newspaper subscriber list, which is being amortized
over 18 years.

As a result of the PJC acquisition, the Company initially owned two
television stations in the Seattle, Washington market (KIRO and KING).
To comply with FCC regulations that required the Company to divest one
of these stations, on June 2, 1997, the Company completed an exchange
of assets among multiple parties whereby KIRO was exchanged for CBS
affiliate KMOV-TV in St. Louis, Missouri.

On July 25, 1997, the Company completed the acquisition of The
Press-Enterprise Company ("Riverside"), publisher of a daily newspaper
serving Riverside County and the inland Southern California area. The
purchase was completed using funds from the Company's revolving credit
facility. The transaction has been accounted for as a purchase. The
Company previously held a 38.45 percent interest in Riverside.

4
<PAGE> 7

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries

The pro forma financial results of operations below assume the PJC and
Riverside acquisitions and the KIRO/KMOV exchange transaction were
completed at the beginning of each of the periods presented and include
adjustments for incremental interest costs, depreciation, amortization
and taxes as they relate to the preliminary purchase price allocations
of the transactions (dollars in thousands, except per share amounts):

<TABLE>
<CAPTION>
Nine months ended September 30, 1997 1996
---------------------------------------------------------------------------
<S> <C> <C>

Net operating revenues $ 983,721 $ 913,768
Net earnings from continuing operations(a) $ 56,326 $ 8,399
Net earnings(b) $ 56,326 $ 4,821
Net earnings per share $ .90 $ .07
---------------------------------------------------------------------------
</TABLE>

(a) Net earnings from continuing operations for the nine
months ended September 30, 1997 include a pre-tax gain of
$10,672 on the sale of an investment. Net earnings from
continuing operations for the nine months ended September
30, 1996 include pre-tax charges for PJC stock-based
compensation ($14,941) and PJC newspaper restructuring
($2,484). Both periods exclude the effect of AHN.

(b) Net earnings for the nine months ended September 30, 1996
include an after-tax charge of $3,578 representing
discontinued operations attributable to PJC's former cable
operations.

The pro forma financial information is provided for informational
purposes only and is not necessarily representative of the operating
results that would have occurred had the PJC and Riverside acquisitions
and the KIRO/KMOV exchange been completed as of the indicated dates,
nor is it indicative of future operating results.

(3) During 1997, the Company issued the following fixed rate debt (in
thousands):

<TABLE>
-----------------------------------------------------------------

<S> <C>
6 7/8% Senior Notes Due June 1, 2002 $ 250,000
7 1/8% Senior Notes Due June 1, 2007 $ 300,000
7 3/4% Senior Debentures Due June 1, 2027 $ 200,000
7 1/4% Senior Debentures Due September 15, 2027 $ 250,000
-----------
Total $ 1,000,000
-----------------------------------------------------------------
</TABLE>

The net proceeds from these debt offerings were used to retire debt
previously outstanding under the Company's revolving credit facility.

On July 7, 1997, the Company canceled its 364-day $500 million credit
facility and on August 29, 1997, its $1.5 billion revolving credit
facility was renegotiated into a $1 billion facility with more
favorable terms and conditions.

(4) On September 4, 1997, the Company announced an agreement to purchase
CBS-affiliate KENS-TV ("KENS") in San Antonio, Texas from the E. W.
Scripps Company in exchange for Belo's interest in TVFN and $75 million
in cash. On October 15, 1997, Belo funded $37.5 million of the cash
portion and exchanged its partnership interest in TVFN for certain
assets of KENS. The Company is operating KENS under a local marketing
agreement until FCC approval of the KENS license transfer is received.
At that time, Belo will pay an additional $37.5 million and the
remaining assets of KENS, including the FCC licenses, will be
transferred to Belo. Completion of the exchange transaction is expected
during the fourth quarter of 1997. The transaction will be accounted
for as a purchase.

5
<PAGE> 8

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries

(5) Net operating revenues, earnings from operations, and depreciation and
amortization by industry segment are shown below (in thousands):

- -----------------------------------------------------------------------------------------------------------------
Three months ended Nine months ended
September 30, September 30,
- -----------------------------------------------------------------------------------------------------------------
1997 1996 1997 1996
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES
Broadcasting $ 132,957 $ 79,803 $ 377,153 $ 240,795
Newspaper publishing 182,958 121,575 491,495 359,128
Other 3,141 769 14,927 2,287
--------- --------- --------- ---------

Total net operating revenues $ 319,056 $ 202,147 $ 883,575 $ 602,210
========= ========= ========= =========

EARNINGS FROM OPERATIONS
Broadcasting $ 26,063 $ 16,804 $ 87,781 $ 54,633
Newspaper publishing 37,418 26,355 117,120 72,415
Other (1,648) (112) (8,937) (1,106)
Corporate expenses (9,725) (6,612) (25,691) (15,543)
--------- --------- --------- ---------

Total earnings from operations $ 52,108 $ 36,435 $ 170,273 $ 110,399
========= ========= ========= =========

DEPRECIATION AND AMORTIZATION
Broadcasting $ 22,874 $ 9,554 $ 60,652 $ 29,387
Newspaper publishing 13,229 6,172 33,642 18,900
Other 306 54 1,282 130
Corporate 398 243 1,033 626
--------- --------- --------- ---------

Total depreciation and amortization $ 36,807 $ 16,023 $ 96,609 $ 49,043
========= ========= ========= =========
</TABLE>

6
<PAGE> 9

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

RECENT DEVELOPMENTS

On February 28, 1997, Belo acquired The Providence Journal Company ("PJC") and
added to its broadcast holdings nine network-affiliated television stations and
four television stations operated under local marketing agreements ("LMA"). The
Company also acquired PJC's interest in the Providence Journal-Bulletin, the
largest daily newspaper in terms of both advertising and circulation in Rhode
Island and southeastern Massachusetts. In addition, the acquisition included
PJC's interest in two cable networks, Television Food Network ("TVFN") and
America's Health Network ("AHN"). Other PJC media assets acquired included a
regional cable news channel (Northwest Cable News or "NWCN") and an on-line
electronic media service (projo.com).

Since the acquisition, the Company has pursued alternate financing and operating
strategies for AHN, which resulted in the Company's termination of its ownership
interest in AHN effective July 31, 1997. Accordingly, the results of operations
and financial position for AHN are not included herein. Operating results for
TVFN are excluded effective July 1, 1997, based on the Company's decision in
late June to divest its interest in TVFN. On September 4, 1997, the Company
announced an agreement to exchange its interest in TVFN and $75 million in cash
for KENS-TV in San Antonio, Texas. The first phase of that transaction closed on
October 15, 1997.

On June 2, 1997, the Company exchanged KIRO-TV in Seattle, Washington for CBS
affiliate KMOV-TV in St. Louis, Missouri. This exchange was necessary to comply
with FCC regulations that prohibit ownership of more than one television station
in a single market. The Company also increased its ownership interest in the
Riverside Press-Enterprise, a daily newspaper serving Riverside, California from
38.45 percent to 100 percent effective July 25, 1997. The following table sets
forth the Company's major media assets by segment as of September 30, 1997:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
BROADCASTING (1)
- ------------------------------------------------------------------------------------------------------------------
NETWORK
MARKET MARKET RANK(2) STATION AFFILIATION STATUS
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Dallas-Fort Worth 8 WFAA ABC Owned
Houston 11 KHOU CBS Owned
Seattle-Tacoma 12 KING NBC Owned
Seattle-Tacoma 12 KONG IND LMA
Sacramento 20 KXTV ABC Owned
St. Louis 21 KMOV CBS Owned
Portland 24 KGW NBC Owned
Charlotte 28 WCNC NBC Owned
Hampton-Norfolk 40 WVEC ABC Owned
New Orleans 41 WWL CBS Owned
Albuquerque-Santa Fe 48 KASA FOX Owned
Louisville 50 WHAS ABC Owned
Tulsa 58 KOTV CBS Owned
Honolulu 69 KHNL NBC Owned
Honolulu 69 KFVE UPN LMA
Spokane 73 KREM CBS Owned
Spokane 73 KSKN IND LMA
Tucson 78 KMSB FOX Owned
Tucson 78 KTTU UPN LMA
Boise 127 KTVB NBC Owned
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

7
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- ------------------------------------------------------------------------------------------------------------------
NEWSPAPER PUBLISHING
- ------------------------------------------------------------------------------------------------------------------
DAILY SUNDAY
NEWSPAPER LOCATION CIRCULATION(3) CIRCULATION(3)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
The Dallas Morning News Dallas, Texas 517,215 789,004
Providence Journal-Bulletin Providence, Rhode Island 170,292 242,755
The Press-Enterprise Riverside, California 162,551 170,478
Owensboro Messenger-Inquirer Owensboro, Kentucky 31,754 34,657
Bryan-College Station Eagle Bryan-College Station, Texas 21,939 27,358
The Gleaner Henderson, Kentucky 11,247 13,476
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
OTHER
- ------------------------------------------------------------------------------------------------------------------

COMPANY DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
Belo Productions, Inc. Produces television programming
Northwest Cable News Cable news network distributed to approximately 2.1 million
homes in the Pacific Northwest
dallasnews.com Web site featuring daily content from The Dallas Morning News
projo.com Web site featuring daily content from Providence Journal-Bulletin
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Effective October 15, 1997, Belo added CBS-affiliate KENS-TV in San
Antonio, Texas (38th market). See further discussion in "Other Matters".

(2) Market rank is based on the relative size of the television market or
Designated Market Area ("DMA") among the 211 generally recognized DMA's in
the United States, based on January 1997 Nielsen estimates.

(3) Average paid circulation for the six months ending September 30, 1997,
according to the Audit Bureau of Circulation's FAS-FAX report.

RESULTS OF OPERATIONS

Net earnings for the third quarter and year-to-date 1997 were $14,958 (24 cents
per share) and $58,898 ($1.03 per share) compared to $18,926 (42 cents per
share) and $57,146 ($1.36 per share) for the same periods of 1996. Year-to-date
1996 results included a gain of $3,895 (6 cents per share) on the sale of Maxam
Entertainment, a programming distribution partnership, to CBS. Net earnings and
earnings per share for 1997 have been diluted by the amortization of
intangibles, increased interest expense and an increase in shares outstanding as
a result of the PJC acquisition.

Results for 1997 include the operations of PJC beginning March 1, 1997, The
Gleaner, a daily newspaper serving Henderson, Kentucky, effective April 1, 1997,
the Press-Enterprise, a daily newspaper serving Riverside, California beginning
August 1, 1997 and the effect of the KIRO/KMOV exchange, which closed on June 2,
1997. Results for the three months ended September 30, 1997 exclude the
operations of TVFN, due to plans initiated in June to divest the Company's
ownership interest in TVFN.

Consolidated results

Depreciation and amortization expenses were higher in 1997 versus 1996 in both
the three and nine-month periods because of current year acquisitions, primarily
PJC in February of this year. Amortization of intangibles associated with PJC is
approximately $12 million per quarter while incremental depreciation expense for
PJC due to the step-up in fixed asset basis is approximately $1.5 million per
quarter.

Higher interest expense for the three and nine-month periods of 1997 was due to
the higher debt levels associated with the PJC acquisition and fourth quarter
1996 treasury stock repurchases. The weighted average interest rate for the
first nine months of 1997 of 6.2 percent was slightly higher than last year's
rate of 5.8 percent due to the June 1997 issue of $750 million of fixed-rate
debt securities, the proceeds of which were used to pay down floating-rate

8
<PAGE> 11

bank debt. The Company issued an additional $250 million in fixed-rate debt
securities late in September of 1997, the effect of which will not be fully
reflected in higher interest rates until the fourth quarter of 1997. The
weighted average effective interest rate on the total fixed rate debt at
September 30, 1997 is approximately 7.3 percent.

The effective tax rates for the three and nine-month periods of 1997 of
approximately 43 percent and 47 percent, respectively, were higher than the
comparable 1996 rates of 40 percent due primarily to the amortization of
non-deductible goodwill associated with the PJC acquisition. The rate for the
three-month period in 1997 was lower than the year-to-date rate due primarily to
changes in estimates related to 1997 taxable earnings, and to a lesser degree,
state income tax refunds.

Segment results of operations

To enhance comparability of the Company's segment results of operations for the
three and nine months ended September 30, 1997 and 1996, certain information
below is presented on an "as adjusted" basis and includes the acquisitions of
PJC, The Gleaner and Riverside and reflects the KIRO/KMOV exchange as though
each had occurred at the beginning of the respective periods presented. The
"as adjusted" amounts exclude TVFN. The discussion that follows compares segment
operations on an "as adjusted" basis only.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED SEPTEMBER 30, AS ADJUSTED AS REPORTED
(IN THOUSANDS) 1997 1996 % CHANGE 1997 1996 % CHANGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Operating Revenues
Broadcasting $ 132,957 $ 127,025 4.7% $ 132,957 $ 79,803 66.6%
Newspaper publishing 190,743 178,278 7.0% 182,958 121,575 50.5%
Other 3,141 2,109 48.9% 3,141 769 ---

Operating cash flow(1)
Broadcasting $ 48,937 $ 46,750 4.7% $ 48,937 $ 26,358 85.7%
Newspaper publishing 51,754 42,390 22.1% 50,647 32,527 55.7%
Other (1,072) (774) (38.5%) (1,342) (58) ---
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, AS ADJUSTED AS REPORTED
(IN THOUSANDS) 1997 1996 % CHANGE 1997 1996 % CHANGE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Operating Revenues
Broadcasting $ 400,137 $ 379,743 5.4% $ 377,153 $ 240,795 56.6%
Newspaper publishing 567,690 527,877 7.5% 491,495 359,128 36.9%
Other 10,162 7,461 36.2% 14,927 2,287 ---

Operating cash flow(1)
Broadcasting $ 157,453 $ 143,770 9.5% $ 148,433 $ 84,020 76.7%
Newspaper publishing 163,914 115,043 42.5% 150,762 91,315 65.1%
Other (1,791) (3,264) 45.1% (7,655) (976) ---
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Operating cash flow is defined as segment earnings from operations plus
depreciation and amortization. Operating cash flow is used in the
broadcasting and newspaper publishing industries to analyze and compare
companies on the basis of operating performance, leverage and liquidity.
However, operating cash flow should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with
generally accepted accounting principles.

Broadcasting

Broadcast revenues for the third quarter 1997 were $132,957, an increase of 4.7
percent over third quarter 1996 revenues of $127,025. On a year-to-date-basis,
revenues of $400,137 were up 5.4 percent over last year's revenues of $379,743.
The quarterly gain over last year was in spite of nearly $14 million in
non-repeating

<PAGE> 12

political and Olympics-related advertising from last year. Local and national
advertising revenues increased 10.3 percent and 12.7 percent, respectively.
Strong ratings and favorable market conditions combined to boost local revenues
in nearly all of Belo's 16 markets, with Seattle, Houston and Sacramento posting
the largest quarter to quarter gains. National advertising was also higher in
most markets, with the largest gain noted in Dallas due largely to automotive
advertising. Year-to-date revenue comparisons were similar, with a $9.6 million
decline in political advertising being offset by gains of 7.9 percent in local
advertising and 8.8 percent in national. For both local and national, automotive
advertising has been strong in nearly all markets. Throughout 1997, the weakest
advertising markets have been in New Orleans and Honolulu, both of which have
been suffering from very weak local economies. For the three-month period,
revenues for the Company's ABC affiliates increased 8.1 percent while CBS
affiliate revenues were up 3.2 percent over last year. NBC revenue comparisons
to last year were flat, mostly because of the benefit of the Summer Olympics
being carried on NBC in the third quarter of 1996. For the year-to-date,
revenues increased in each affiliate group as follows: ABC up 5.8 percent, CBS
up 3.9 percent and NBC up 3 percent.

Operating cash flow margins for the third quarter of 1997 and 1996 were 36.8
percent while year-to-date margins were 39.3 percent in 1997 and 37.9 percent in
1996. Broadcasting operating cash flow for the quarter was $48,937 in 1997
versus $46,750 for 1996, an improvement of 4.7 percent. Year-to-date operating
cash flow was $157,453 for 1997, or 9.5 percent better than last year. Cash
expenses were up 4.7 percent and 2.8 percent for the three and nine-month
periods, respectively. Higher employment levels, normal wage rate increases and
bonuses resulted in higher salaries, wages and employee benefits (increased 7.6
percent for the quarter and 5.2 percent year-to-date) while programming costs
were up 6.6 percent and 2.3 percent for the three and nine-month periods. These
higher costs were offset in both the three and nine-month periods by lower
advertising and promotion costs due to special campaigns during 1996 at several
Belo stations.

Newspaper publishing

Newspaper publishing revenues for the three months ending September 30, 1997 and
1996 were $190,743 and $178,278, respectively. Revenues for the nine-month
periods in 1997 and 1996 were $567,690 and $527,877, respectively. The majority
of the quarter to quarter increase of $12,465 came from The Dallas Morning News
("TDMN") (up 6.7 percent) along with contributions from the Providence Journal
Bulletin ("PJB") (up 9.7 percent) and the Riverside Press-Enterprise ("RPE") (up
6.6 percent). The year-to-date revenue improvement of $39,813 results from TDMN
being up 7.9 percent, PJB up 7.3 percent and RPE up 7.5 percent.

Revenues in the three major advertising categories at TDMN were all up over last
year. Retail improved 9.7 percent and 7.6 percent for the three and nine-month
periods due to a combination of increased linage and higher average rates.
General advertising linage was up due to technology-related advertising while
rates actually declined somewhat from last year due to a higher level of co-op
advertising in 1997. Classified advertising linage has been down throughout 1997
with the exception of employment advertising, which has a higher rate, thereby
resulting in overall revenue gains in classified advertising revenue.
Circulation revenues were down from last year for both the three and nine-month
periods even though circulation volume was flat, due primarily to a change in
circulation mix between home delivery and single copy sales.

PJB retail advertising revenues were up 19.4 percent over last year due largely
to the success of a new monthly Health & Fitness section and continued strength
in automotive advertising. General advertising declined significantly from last
year's levels, which were driven by airline advertising that ran in support of
the opening of a new airport in Providence in 1996. Classified advertising in
1997 has been very strong, particularly in the employment and automotive
categories with an overall gain over the third quarter last year of 14 percent.
Circulation revenues were up slightly compared to last year, due to an increase
in prices, offset some by circulation declines of .9 percent daily and 1.9
percent Sunday. Advertising revenue gains at RPE were driven primarily by
classified advertising rates, particularly in employment and automotive
advertising. Circulation revenues were also up slightly.

Operating cash flow margins for third quarter 1997 and 1996 were 27.1 percent
and 23.8 percent, respectively. Year-to-date margins were 28.9 percent and 21.8
percent in 1997 and 1996, respectively. Improvement for the

10
<PAGE> 13

three-month period was due primarily to the increase in revenues, which was only
slightly offset by a 2.3 percent increase in cash expenses. The increase in cash
expenses was due to higher salaries and wages, which were up 5.3 percent due to
more employees and normal increases. Higher bad debt expense and a TDMN
advertising and promotional campaign in the third quarter of 1997 also
contributed to the increase. These increases were largely offset by savings in
newsprint expense, due to a lower average cost per ton in 1997. Year-to-date
margins also improved over last year, due to both higher revenues and lower
expenses. Higher expenses in salaries and wages, distribution, bad debt, travel
and circulation promotion were more than offset by significant newsprint savings
generated in the early part of 1997, resulting in an overall decline in cash
expenses for the year-to-date period of 2.2 percent.

LIQUIDITY AND CAPITAL RESOURCES

Long term debt outstanding increased $959.6 million from December 31, 1996 to
September 30, 1997 due primarily to the purchase of PJC. Specifically, Belo paid
$587 million to shareholders of PJC, incurred approximately $100 million in
employee and transaction costs and assumed $200 million of PJC's debt. Also in
connection with the PJC acquisition, the Company issued 25,394,564 shares of
Series A Common Stock. The Gleaner and Riverside acquisitions also resulted in
an increase in long term debt.

Net cash provided by operations and bank borrowings are the Company's primary
sources of liquidity. On an as reported basis, during the nine months of 1997,
net cash provided by operations was $172,830 compared to $111,961 for the same
period in 1996. The increase was due primarily to higher cash earnings (defined
as net earnings plus depreciation and amortization) and changes in interest and
deferred taxes, partially offset by the timing of federal income tax payments.
The timing of interest payments has changed from monthly to semi-annually due to
the conversion of $1 billion in revolving debt to fixed-rate debt during the
second and third quarters of this year. The deferred tax change is due to
expenses deductible for tax purposes that have not yet been deducted for book
purposes.

At September 30, 1997, the Company had a $1 billion five-year variable rate
revolving credit agreement under which borrowings were $525 million. This
agreement had previously provided a credit line of $1.5 billion, but was
renegotiated effective August 29, 1997. A $500 million 364-day credit facility
was also canceled during the third quarter of 1997. The Company had short-term
unsecured notes of $40.4 million outstanding at September 30, 1997. These
borrowings may be converted, at the Company's discretion, to revolving debt and
therefore, such borrowings are classified as long term in the financial
statements. Additionally, the Company issued $1 billion in fixed-rate debt
securities under a $1.5 billion shelf registration statement filed with the
Securities and Exchange Commission earlier this year. The debt issued from the
shelf through September 30, 1997, has been as follows: a) $250 million of 5-year
6 7/8% Senior Notes, b) $300 million of 10-year 7 1/8% Senior Notes, c) $200
million of 30-year 7 3/4% Senior Debentures and d) $250 million of 30-year 7
1/4% Senior Debentures. The weighted average effective interest rate for these
debt instruments is 7.3 percent. The Company has an additional $500 million of
available debt under the shelf registration. The proceeds of any subsequent
fixed-rate debt offerings may be used to refinance variable-rate debt in whole
or in part. The Company believes its current financial condition and credit
relationships are adequate to fund both its current obligations as well as
near-term growth.

The Company is required to maintain certain ratios as of the end of each
quarter, as defined in its revolving credit agreement. For the four quarters
ended September 30, 1997, the Company's ratio of funded debt to pro forma
operating cash flow, which is not to exceed 5.0, was 3.9. The Company's interest
coverage ratio for the four quarters ended September 30, 1997 was 4.2 compared
to a minimum coverage requirement of 2.5 times.

The Company paid 1997 dividends of $17,600 or 33 cents per share on Series A and
Series B Common Stock compared to $12,156 or 30 cents per share in 1996. The
higher dividends in 1997 are due to the higher dividend rate and the shares
issued in the PJC acquisition.

Capital expenditures for the first nine months of 1997 were $50,263. The
majority of these expenditures were for additional production equipment and
major building renovations at TDMN and a building and studio remodeling project
at the Company's Dallas television station. The Company also purchased broadcast
equipment for each of

11
<PAGE> 14

its other television stations and invested in new publishing equipment. The
Company expects to finance future capital expenditures using cash generated from
operations and, when necessary, borrowings under the revolving credit agreement.

OTHER MATTERS

On September 4, 1997, the Company announced an agreement to purchase
CBS-affiliate KENS-TV ("KENS") in San Antonio, Texas from the E. W. Scripps
Company in exchange for Belo's interest in TVFN and $75 million in cash. On
October 15, 1997, Belo funded $37.5 million of the cash portion of the purchase
price and exchanged its partnership interest in TVFN for certain assets of KENS.
The Company is operating KENS under a local marketing agreement until FCC
approval of the KENS license transfer is received. At that time, Belo will pay
an additional $37.5 million and the remaining assets of KENS, including the FCC
licenses, will be transferred to Belo. Completion of the exchange transaction is
expected to occur in the fourth quarter of 1997. The transaction will be
accounted for as a purchase.

PART II.

ITEM 1. LEGAL PROCEEDINGS

There are a number of legal proceedings pending against the Company, including
several actions for alleged libel. In the opinion of management, liabilities, if
any, arising from these actions would not have a material adverse effect on the
operations or financial position of the Company.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Company with the Securities and
Exchange Commission, as indicated. Exhibits marked with a tilde (~) are
management contracts or compensatory plan contracts or arrangements
filed pursuant to Item 601 (b)(10)(iii)(A) of Regulation S-K. All other
documents are filed with this report.

12
<PAGE> 15

EXHIBIT
NUMBER DESCRIPTION

2.1 * Amended and Restated Agreement and Plan of Merger, dated as of
September 26, 1996 (Appendix A of the Joint Proxy Statement/Prospectus
of Belo and Providence Journal included in Belo's Registration
Statement on Form S-4 (Registration No. 333-19337) filed with the
Commission on January 8, 1997)

3.1 * Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Amended Annual Report on Form 10-K/A dated April 8, 1996
(the "1995 Form 10-K/A"))

3.2 * Certificate of Correction to Certificate of Incorporation dated May
13, 1987 (Exhibit 3.2 to the 1995 Form 10-K/A)

3.3 * Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3 to
the 1995 Form 10-K/A)

3.4 * Certificate of Amendment of Certificate of Incorporation of the
Company dated May 4, 1988 (Exhibit 3.4 to the 1995 Form 10-K/A)

3.5 * Certificate of Amendment of Certificate of Incorporation of the
Company dated May 3, 1995 (Exhibit 3.5 to the Company's Annual Report
on Form 10-K dated February 28, 1996 (the "1995 Form 10-K"))

3.6 * Amended Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated May 4, 1988 (Exhibit 3.6 to the
1995 Form 10-K/A)

3.7 * Certificate of Designation of Series B Common Stock of the Company
dated May 4, 1988 (Exhibit 3.7 to the 1995 Form 10-K/A)

3.8 * Amended and Restated Bylaws of the Company, effective February 22,
1995 (Exhibit 3.7 to the Company's Annual Report on Form 10-K dated
March 8, 1995 (the "1994 Form 10-K"))

4.1 Certain rights of the holders of the Company's Common Stock are set
forth in Exhibits 3.1-3.8 above

4.2 * Specimen Form of Certificate representing shares of the Company's
Series A Common Stock (Exhibit 4.2 to the Company's Annual Report on
Form 10-K dated March 18, 1993 (the "1992 Form 10-K"))

4.3 * Specimen Form of Certificate representing shares of the Company's
Series B Common Stock (Exhibit 4.3 to the Company's Annual Report on
Form 10-K dated March 20, 1989)

4.4 * Amended and Restated Form of Rights Agreement as of February 28,
1996 between the Company and Chemical Mellon Shareholder Services,
L.L.C., a New York banking corporation (Exhibit 4.4 to the 1995 Form
10-K)

4.5 * Supplement No. 1 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of November
11, 1996 (Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1996)

4.6 Instruments defining rights of debt securities:

13
<PAGE> 16

EXHIBIT
NUMBER DESCRIPTION

* (1) Indenture dated as of June 1, 1997 between the Company and The
Chase Manhattan Bank, as Trustee (Exhibit 4.6(1) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1997 (the "2nd Quarter 1997 Form 10-Q"))

* (2) (a) $200 million 6 7/8% Senior Note due 2002 (Exhibit 4.6 (2)(a)
to the 2nd Quarter 1997 Form 10-Q)
(b) $50 million 6 7/8% Senior Note due 2002 (Exhibit 4.6 (2)(b) to
the 2nd Quarter 1997 Form 10-Q)

* (3) (a) $200 million 7 1/8% Senior Note due 2007 (Exhibit 4.6 (3)(a)
to the 2nd Quarter 1997 Form 10-Q)
(b) $100 million 7 1/8% Senior Note due 2007 (Exhibit 4.6 (3)(b) to
the 2nd Quarter 1997 Form 10-Q)

* (4) $200 million 7 3/4% Senior Debenture due 2027 (Exhibit 4.6 (4) to
the 2nd Quarter 1997 Form 10-Q)

* (5) Officer's Certificate dated June 13, 1997 establishing terms of
debt securities pursuant to Section 3.1 of the Indenture.
(Exhibit 4.6 (5) to the 2nd Quarter 1997 Form 10-Q)

(6) (a) $200 million 7 1/4% Senior Debenture due 2027
(b) $50 million 7 1/4% Senior Debenture due 2027

(7) Officer's Certificate dated September 26, 1997 establishing terms
of debt securities pursuant to Section 3.1 of the Indenture

10.1 Contracts relating to television broadcasting:

* (1) Form of Agreement for Affiliation between WFAA-TV in Dallas,
Texas and ABC (Exhibit 10.1 (1) to the 1995 Form 10-K/A)

10.2 Financing agreements:

(1) Amended and Restated Credit Agreement (five year $1,000,000,000
revolving credit and competitive advance facility dated as of
August 29, 1997 among the Company and The Chase Manhattan Bank,
as Administrative Agent and Competitive Advance Facility Agent,
Bank of America National Trust and Savings Association and Bank
of Tokyo-Mitsubishi, Ltd. as Co-Syndication Agents, and
NationsBank as Documentation Agent)

10.3 Compensatory plans:

*~(1) Management Security Plan (Exhibit 10.3(1) to the 1996 Form
10-K)

*~(2) The A. H. Belo Corporation 1986 Long-Term Incentive Plan
(Effective May 3, 1989, as amended by Amendments 1, 2, 3, 4,
and 5) (Exhibit 10.3(2) to the 1996 Form 10-K)

*~(3) Amendment No. 6 to 1986 Long-Term Incentive Plan (Exhibit
10.3(13) to the 1992 Form 10-K)

*~(4) Amendment No. 7 to 1986 Long-Term Incentive Plan (Exhibit
10.3(9) to the 1995 Form 10-K)

14
<PAGE> 17

EXHIBIT
NUMBER DESCRIPTION

*~(5) The A. H. Belo Corporation Employee Savings and Investment Plan
Amended and Restated February 2, 1996 (Exhibit 10.3(10) to the
1995 Form 10-K)

*~(6) First Amendment to the A. H. Belo Corporation Employee Savings
and Investment Plan (Exhibit 10.3(6) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
1997 (the "First Quarter 1997 Form 10-Q))

*~(7) Second Amendment to the A. H. Belo Corporation Employee Savings
and Investment Plan (Exhibit 10.3 (7) to the 2nd Quarter 1997
Form 10-Q)

*~(8) Third Amendment to the A. H. Belo Corporation Employee Savings
and Investment Plan (Exhibit 10.3 (8) to the 2nd Quarter 1997
Form 10-Q)

*~(9) The G. B. Dealey Retirement Pension Plan (as Amended and
Restated Generally Effective January 1, 1989) (Exhibit 10.3(11)
to the 1995 Form 10-K)

*~(10) First Amendment to the G. B. Dealey Retirement Pension Plan
(Exhibit 10.3(8) to the First Quarter 1997 Form 10-Q)

*~(11) Second Amendment to the G. B. Dealey Retirement Pension Plan
(Exhibit 10.3(11) to the 2nd Quarter 1997 Form 10-Q)

*~(12) Master Trust Agreement, effective as of July 1, 1992, between
A. H. Belo Corporation and Mellon Bank, N. A. (Exhibit 10.3(26)
to the Company's Annual Report on Form 10-K dated March 18,
1994 (the "1993 Form 10-K"))

*~(13) A. H. Belo Corporation Supplemental Executive Retirement Plan
(Exhibit 10.3(27) to the 1993 Form 10-K)

*~(14) Trust Agreement dated February 28, 1994, between the Company
and Mellon Bank, N. A. (Exhibit 10.3(28) to the 1993 Form 10-K)

*~(15) A. H. Belo Corporation 1995 Executive Compensation Plan
(Exhibit 10.3(16) to the 1995 Form 10-K)

*~(16) Master Defined Contribution Trust Agreement by and between A.
H. Belo Corporation and Mellon Bank, N.A. (Exhibit 10.3(20) to
the 1995 Form 10-K)

*~(17) First Amendment to Master Defined Contribution Trust Agreement
(Exhibit 10.3(21) to the 1995 Form 10-K)

*~(18) Second Amendment to Master Defined Contribution Trust Agreement
(Exhibit 10.3(22) to the 1995 Form 10-K)

*~(19) A. H. Belo Corporation 1995 Executive Compensation Plan (as
restated to incorporate amendments through May 14, 1997)
(Exhibit 10.3(17) to the 1996 Form 10-K)

12 Computation of Ratio of Earnings to Fixed Charges

27 Financial Data Schedule

15
<PAGE> 18

EXHIBIT
NUMBER DESCRIPTION

99 Unaudited Pro Forma Combined Condensed Statements of Earnings
reflecting the acquisition of The Providence Journal Company and the
exchange of Television Food Network for KENS-TV for the nine months
ended September 30, 1997 and 1996. These financial statements update
the Unaudited Pro Forma Combined Condensed Statements of Earnings for
the six months ended June 30, 1997 and 1996 filed on Form 8-K/A dated
October 30, 1997.

(b) Reports on Form 8-K

During the quarter covered by this report, the Company filed a Form 8-K on
September 4, 1997, containing certain information under item 5 pertaining
to the TVFN/KENS transaction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

A. H. BELO CORPORATION

November 14, 1997 By:/s/ Michael D. Perry
--------------------
Michael D. Perry
Senior Corporate Vice President and
Chief Financial Officer

16
<PAGE> 19

<PAGE> 20

INDEX TO EXHIBIT

<TABLE>
<CAPTION>
SEQ.
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C> <C> <C>
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
September 26, 1996 (Appendix A of the Joint Proxy Statement/Prospectus
of Belo and Providence Journal included in Belo's Registration
Statement on Form S-4 (Registration No. 333-19337) filed with the
Commission on January 8, 1997) N/A

3.1 Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Amended Annual Report on Form 10-K/A dated April 8, 1996
(the "1995 Form 10-K/A")) N/A

3.2 Certificate of Correction to Certificate of Incorporation dated May
13, 1987 (Exhibit 3.2 to the 1995 Form 10-K/A) N/A

3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3 to
the 1995 Form 10-K/A) N/A

3.4 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 4, 1988 (Exhibit 3.4 to the 1995 Form 10-K/A) N/A

3.5 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 3, 1995 (Exhibit 3.5 to the Company's Annual Report
on Form 10-K dated February 28, 1996 (the "1995 Form 10-K")) N/A

3.6 Amended Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated May 4, 1988 (Exhibit 3.6 to the
1995 Form 10-K/A) N/A

3.7 Certificate of Designation of Series B Common Stock of the Company
dated May 4, 1988 (Exhibit 3.7 to the 1995 Form 10-K/A) N/A

3.8 Amended and Restated Bylaws of the Company, effective February 22,
1995 (Exhibit 3.7 to the Company's Annual Report on Form 10-K dated
March 8, 1995 (the "1994 Form 10-K")) N/A

4.1 Certain rights of the holders of the Company's Common Stock are set
forth in Exhibits 3.1-3.8 above

4.2 Specimen Form of Certificate representing shares of the Company's
Series A Common Stock (Exhibit 4.2 to the Company's Annual Report on
Form 10-K dated March 18, 1993 (the "1992 Form 10-K")) N/A

4.3 Specimen Form of Certificate representing shares of the Company's
Series B Common Stock (Exhibit 4.3 to the Company's Annual Report on
Form 10-K dated March 20, 1989) N/A

4.4 Amended and Restated Form of Rights Agreement as of February 28,
1996 between the Company and Chemical Mellon Shareholder Services,
L.L.C., a New York banking corporation (Exhibit 4.4 to the 1995 Form N/A
10-K)

</TABLE>

E-1
<PAGE> 21
<TABLE>
<CAPTION>
SEQ.
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C> <C> <C>
4.5 Supplement No. 1 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of November
11, 1996 (Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1996) N/A

4.6 Instruments defining rights of debt securities:

(1) Indenture dated as of June 1, 1997 between the Company and The
Chase Manhattan Bank, as Trustee (Exhibit 4.6(1) to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1997 (the "2nd Quarter 1997 Form 10-Q")) N/A

(2) (a) $200 million 6 7/8% Senior Note due 2002 (Exhibit 4.6 (2)(a)
to the 2nd Quarter 1997 Form 10-Q) N/A
(b) $50 million 6 7/8% Senior Note due 2002 (Exhibit 4.6 (2)(b) to
the 2nd Quarter 1997 Form 10-Q) N/A

(3) (a) $200 million 7 1/8% Senior Note due 2007 (Exhibit 4.6 (3)(a)
to the 2nd Quarter 1997 Form 10-Q) N/A
(b) $100 million 7 1/8% Senior Note due 2007 (Exhibit 4.6 (3)(b) to
the 2nd Quarter 1997 Form 10-Q) N/A

(4) $200 million 7 3/4% Senior Debenture due 2027 (Exhibit 4.6 (4) to
the 2nd Quarter 1997 Form 10-Q) N/A

(5) Officer's Certificate dated June 13, 1997 establishing terms of
debt securities pursuant to Section 3.1 of the Indenture.
(Exhibit 4.6 (5) to the 2nd Quarter 1997 Form 10-Q) N/A

(6) (a) $200 million 7 1/4% Senior Debenture due 2027 ---
(b) $50 million 7 1/4% Senior Debenture due 2027 ---

(7) Officer's Certificate dated September 26, 1997 establishing terms
of debt securities pursuant to Section 3.1 of the Indenture ---

10.1 Contracts relating to television broadcasting:

(1) Form of Agreement for Affiliation between WFAA-TV in Dallas,
Texas and ABC (Exhibit 10.1 (1) to the 1995 Form 10-K/A) N/A

10.2 Financing agreements:

10.3 Compensatory plans:

(1) Management Security Plan (Exhibit 10.3(1) to the 1996 Form
10-K) N/A

</TABLE>

E-2

<PAGE> 22
<TABLE>
<CAPTION>
SEQ.
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C> <C> <C>
(2) The A. H. Belo Corporation 1986 Long-Term Incentive Plan
(Effective May 3, 1989, as amended by Amendments 1, 2, 3, 4,
and 5) (Exhibit 10.3(2) to the 1996 Form 10-K) N/A

(3) Amendment No. 6 to 1986 Long-Term Incentive Plan (Exhibit
10.3(13) to the 1992 Form 10-K) N/A

(4) Amendment No. 7 to 1986 Long-Term Incentive Plan (Exhibit
10.3(9) to the 1995 Form 10-K) N/A

(5) The A. H. Belo Corporation Employee Savings and Investment Plan
Amended and Restated February 2, 1996 (Exhibit 10.3(10) to the
1995 Form 10-K) N/A

(6) First Amendment to the A. H. Belo Corporation Employee Savings
and Investment Plan (Exhibit 10.3(6) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended March 31,
1997 (the "First Quarter 1997 Form 10-Q)) N/A

(7) Second Amendment to the A. H. Belo Corporation Employee Savings
and Investment Plan (Exhibit 10.3 (7) to the 2nd Quarter 1997
Form 10-Q) N/A

(8) Third Amendment to the A. H. Belo Corporation Employee Savings
and Investment Plan (Exhibit 10.3 (8) to the 2nd Quarter 1997
Form 10-Q) N/A

(9) The G. B. Dealey Retirement Pension Plan (as Amended and
Restated Generally Effective January 1, 1989) (Exhibit 10.3(11)
to the 1995 Form 10-K) N/A

(10) First Amendment to the G. B. Dealey Retirement Pension Plan
(Exhibit 10.3(8) to the First Quarter 1997 Form 10-Q) N/A

(11) Second Amendment to the G. B. Dealey Retirement Pension Plan
(Exhibit 10.3(11) to the 2nd Quarter 1997 Form 10-Q) N/A

(12) Master Trust Agreement, effective as of July 1, 1992, between
A. H. Belo Corporation and Mellon Bank, N. A. (Exhibit 10.3(26)
to the Company's Annual Report on Form 10-K dated March 18,
1994 (the "1993 Form 10-K")) N/A

(13) A. H. Belo Corporation Supplemental Executive Retirement Plan
(Exhibit 10.3(27) to the 1993 Form 10-K) N/A

(14) Trust Agreement dated February 28, 1994, between the Company
and Mellon Bank, N. A. (Exhibit 10.3(28) to the 1993 Form 10-K) N/A

(15) A. H. Belo Corporation 1995 Executive Compensation Plan
(Exhibit 10.3(16) to the 1995 Form 10-K) N/A

(16) Master Defined Contribution Trust Agreement by and between A.
H. Belo Corporation and Mellon Bank, N.A. (Exhibit 10.3(20) to
the 1995 Form 10-K) N/A

</TABLE>

E-3
<PAGE> 23
<TABLE>
<CAPTION>
SEQ.
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------- ------
<S> <C> <C> <C>
(17) First Amendment to Master Defined Contribution Trust Agreement
(Exhibit 10.3(21) to the 1995 Form 10-K) N/A

(18) Second Amendment to Master Defined Contribution Trust Agreement
(Exhibit 10.3(22) to the 1995 Form 10-K) N/A

(19) A. H. Belo Corporation 1995 Executive Compensation Plan (as
restated to incorporate amendments through May 14, 1997)
(Exhibit 10.3(17) to the 1996 Form 10-K) N/A

12 Computation of Ratio of Earnings to Fixed Charges ---

27 Financial Data Schedule N/A

</TABLE>

E-4

<PAGE> 1

EXHIBIT 4.6 (6)(a)

No. 1 $200,000,000

A. H. BELO CORPORATION

7-1/4% SENIOR DEBENTURE DUE SEPTEMBER 15, 2027

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

PRINCIPAL AMOUNT: Two Hundred Million Dollars ($200,000,000)

MATURITY DATE: September 15, 2027

DATED DATE: September 26, 1997

INTEREST RATE: 7-1/4%

CUSIP: 080555AF2

INTEREST PAYMENT DATES: March 15 and September 15 beginning March 15, 1998

REGULAR RECORD DATES: March 1 and September 1
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $200,000,000 on September 15, 2027 and to pay interest thereon
from September 26, 1997 semi-annually on March 15 and September 15 in each year
(herein, an "Interest Payment Date"), commencing March 15, 1998, at the rate of
7-1/4% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.

Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.

This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of June 1, 1997 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $200,000,000.

The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus twenty (20) basis points, plus, in each case, accrued interest
thereon to the date of redemption.

"Treasury Yield" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.

-2-
<PAGE> 3
"Comparable Treasury Price" means, with respect to any redemption
date, (A) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.

"Independent Investment Banker" means Merrill Lynch, Pierce, Fenner &
Smith Incorporated or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee.

"Reference Treasury Dealer" means (i) Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc and their respective
successors, provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Trustee
after consultation with the Company.

"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.

Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.

Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.

In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.

The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or of certain restrictive covenants with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past Defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of

-3-
<PAGE> 4
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee
or for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.

The Securities shall be governed by and construed in accordance with
the laws of the State of New York.

All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

-4-
<PAGE> 5
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: September 26, 1997

A. H. BELO CORPORATION

By: /s/ BRENDA C. MADDOX
---------------------------------
Name: Brenda C. Maddox
---------------------------------
Title: Vice President/Treasurer
---------------------------------

Attest: /s/ MARIAN SPITZBERG
------------------------------

Name: Marian Spitzberg
------------------------------
Title: Vice President
------------------------------

CERTIFICATE OF AUTHENTICATION

This is one of the securities of the series designated herein referred
to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

By: /s/ JOANNE ADAMIS
-------------------------------------
Authorized Officer

-5-
<PAGE> 6
FORM OF ASSIGNMENT

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common

UNIF GIFT MIN ACT--____________________ Custodian _____________________________

(Cust) (Minor)

under Uniform Gifts to Minors Act
-----------------------------------------------

(State)

Additional abbreviations may also be used though not in the above list.

---------------------------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

Please insert Social Security or
other identifying number of assignee

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL
ZIP CODE, OF ASSIGNEE

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing __________________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.

Dated:
-------------------------

Notice: The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.

-6-

<PAGE> 1
EXHIBIT 4.6(6)(b)

No. 2 $50,000,000

A. H. BELO CORPORATION

7-1/4% SENIOR DEBENTURE DUE SEPTEMBER 15, 2027

PRINCIPAL AMOUNT: Fifty Million Dollars ($50,000,000)

MATURITY DATE: September 15, 2027

DATED DATE: September 26, 1997

INTEREST RATE: 7-1/4%

CUSIP: 080555AF2

INTEREST PAYMENT DATES: March 15 and September 15 beginning March 15, 1998

REGULAR RECORD DATES: March 1 and September 1
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing
under the laws of Delaware (herein called the "Company," which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $50,000,000 on September 15, 2027 and to pay interest thereon
from September 26, 1997 semi-annually on March 15 and September 15 in each year
(herein, an "Interest Payment Date"), commencing March 15, 1998, at the rate of
7-1/4% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security is registered at the close of business on
the Regular Record Date for such interest, which shall be the March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.

Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to be
redeemed.

Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.

-3-
<PAGE> 4
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

The Securities shall be governed by and construed in accordance with
the laws of the State of New York.

All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

-4-
<PAGE> 5

IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated: September 26, 1997

A. H. BELO CORPORATION

By: /s/ BRENDA C. MADDOX
---------------------------------
Name: Brenda C. Maddox
---------------------------------
Title: Vice President/Treasurer
---------------------------------

Attest: /s/ MARIAN SPITZBERG
------------------------------

Name: Marian Spitzberg
------------------------------
Title: Vice President
------------------------------

CERTIFICATE OF AUTHENTICATION

This is one of the securities of the series designated herein referred
to in the within-mentioned Indenture.

THE CHASE MANHATTAN BANK,
as Trustee

By: /s/ JOANNE ADAMIS
-------------------------------------
Authorized Officer

-5-
<PAGE> 6
FORM OF ASSIGNMENT

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common

UNIF GIFT MIN ACT--__________________ Custodian _______________________________

(Cust) (Minor)

under Uniform Gifts to Minors Act
----------------------------------------------

(State)

Additional abbreviations may also be used though not in the above list.

---------------------------------------------

FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto

Please insert Social Security or
other identifying number of assignee

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE

Dated:
---------------------------------------

Notice: The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.

-6-

<PAGE> 1
EXHIBIT 4.6 (7)

A. H. BELO CORPORATION

OFFICERS' CERTIFICATE PURSUANT TO
SECTION 3.1 OF THE INDENTURE

SEPTEMBER 26, 1997

The undersigned, Brenda C. Maddox and Marian Spitzberg do hereby
certify that they are the duly appointed Vice President/Treasurer and Vice
President/Deputy General Counsel, respectively, of A. H. Belo Corporation, a
Delaware corporation (the "Company"). We further certify, pursuant to
resolutions of the Board of Directors and the Special Finance Committee adopted
on April 8, 1997 and September 23, 1997, respectively (copies of which are
attached hereto as Exhibit A-1 and A-2, respectively), that pursuant to Section
3.1 of the Indenture, dated as of June 1, 1997 (the "Indenture"), between the
Company and The Chase Manhattan Bank, as Trustee, one series of debt securities
of the Company was established, with the following terms and provisions:

7 1/4% Senior Debentures due September 15, 2027.

1. The title of such series of Securities shall be the "7 1/4%
Senior Debentures due September 15, 2027" (the "2027 Debentures"). The price
at which the 2027 Debentures shall be issued to the public is 99.41%.

2. The aggregate principal amount of the 2027 Debentures that may
be authenticated and delivered under the Indenture shall be $250,000,000
(except for 2027 Debentures authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other 2027 Debentures pursuant
to Sections 2.3, 3.4, 3.5, 3.6, 9.6 and 11.7 of the Indenture, and except for
any 2027 Debentures which, pursuant to Section 3.3 of the Indenture, shall be
deemed never to have been authenticated and delivered thereunder).

3. The date on which the principal of the 2027 Debentures is due
and payable, unless accelerated pursuant to the Indenture, is September 15,
2027.

4. The 2027 Debentures shall bear interest at 7 1/4% per annum
from September 26, 1997. Interest shall be payable semiannually on March 15
and September 15 of each year (each, an "Interest Payment Date"), commencing
March 15, 1998, to each Person in whose name the 2027 Debentures (or one or
more Predecessor Securities) are registered at the close of business on the
regular record date for such interest. The regular record dates for interest
payable on the 2027 Debentures shall be the March 1 or September 1 (as the case
may be), whether or not a Business Day, immediately preceding an Interest
Payment Date. Interest on the 2027 Debentures shall be calculated on the basis
of a 360-day year of twelve 30-day months.
<PAGE> 2
5. The 2027 Debentures shall be issuable only in denominations of
$1,000 and any integral multiple thereof. Subject to any prior conditions
stated in the Indenture, the 2027 Debentures shall be issued in definitive
form.

6. The place or places where (a) the principal of, premium (if
any) and interest on the 2027 Debentures shall be payable, (b) the 2027
Debentures may be surrendered for registration of transfer or for exchange and
(c) notices may be given to the Company in respect of the 2027 Debentures, is
at the office of the Trustee, 450 West 33rd Street, New York, New York 10001,
Attention: Global Trust Services, provided that payment of interest, other
than at Maturity, may be made, at the option of the Company, by check mailed to
the address of the person entitled thereto as such address shall appear in the
Security Register.

7. The 2027 Debentures are subject to redemption upon receipt of
notice by first-class mail at least 30 days and not more than 60 days prior to
the Redemption Date, at the option of the Company at any time, as a whole or in
part, at a Redemption Price equal to the greater of (i) 100% of their principal
amount or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the Redemption Date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus twenty (20) basis points, plus, in each case,
accrued interest thereon to the Redemption Date.

"Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 2027 Debentures that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of the 2027 Debentures.

-2-
<PAGE> 3
Reference Treasury Dealer Quotations, the average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average as determined by the
Trustee of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such Redemption Date.

"Reference Treasury Dealer" means (i) Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc, and their respective
successors, provided, however that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Trustee
after consultation with the Company.

8. The 2027 Debentures are not subject to any sinking fund or
analogous provisions. The 2027 Debentures will not be redeemable at the option
of the Holder thereof prior to Maturity.

9. The Company will not pay additional amounts on any of the 2027
Debentures to Holders who are United States Aliens in respect of any tax,
assessment or governmental charge withheld or deducted.

10. The 2027 Debentures may be purchased only in currency of the
United States and payment of principal of, premium, (if any), and interest on
the 2027 Debentures will only be made in currency of the United States.

11. The amount of payments of principal of, premium (if any) or
interest on any 2027 Debentures may not be determined with reference to an
index, formula or other method.

12. The payment of principal of or premium (if any) or interest on
the 2027 Debentures will not be payable at the option of the Company or the
Holder in any currency or currency units other than in the currency of the
United States.

13. The Events of Default and covenants specified in the Indenture
will apply to the 2027 Debentures without additions or changes.

14. One hundred percent (100%) of the principal amount of the 2027
Debentures will be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.2 of the Indenture.

15. The defeasance and covenant defeasance provisions of Article
XIII of the Indenture will apply to the 2027 Debentures.

16. The 2027 Debentures shall be issued in the form of one or more
Global Securities (the "Global 2027 Debentures"). The Depository for the
Global 2027 Debentures shall be DTC,

-3-
<PAGE> 4
and the Global 2027 Debentures shall be registered in the name of DTC or Cede &
Co., as a nominee of DTC. Except as set forth in Sections 2.3 or 3.5 of the
Indenture, such Global 2027 Debentures may only be transferred, in whole and
not in part, to the Depository or another nominee of the Depository.

17. The Trustee will initially act as the security registrar for
the 2027 Debentures and as the Paying Agent with respect to the 2027
Debentures.

In rendering this Officers' Certificate, each of the undersigned has
read the Indenture, including Sections 1.2, 2.1, 3.1 and 3.3 thereof, and has
made such examinations and investigations which, in their opinion, are
necessary to enable them to express an informed opinion as to whether all
covenants and conditions required under the Indenture to be complied with or
satisfied in connection with the Trustee's authentication and delivery of the
2027 Debentures have been complied with or satisfied, and in their opinion, all
such covenants and conditions have been complied with and satisfied.

Attached hereto as Exhibit B is the form of Global 2027 Debenture (the
"Global Security"). We further approve all of the terms and conditions set
forth on or referred to in the attached form of Global Security. In the event
that individual 2027 Debentures are issued in exchange for a Global Security,
the respective form of certificate evidencing individual Securities of such
series shall be in substantially the form of the respective Global Security
attached hereto, with such grammatical and other changes as are necessary to
evidence such Securities in definitive form.

We certify that attached hereto as Exhibits A-1 and A-2 are true and
correct copies of resolutions of the Board of Directors and the Special Finance
Committee adopted on April 8, 1997 and September 23, 1997, respectively.

Capitalized terms used herein that are not otherwise defined herein
shall have the meanings assigned to such terms in the Indenture.

IN WITNESS WHEREOF, the undersigned have executed this certificate
effective as of the date set forth above.

/s/ BRENDA C. MADDOX
----------------------------------------
Brenda C. Maddox

/s/ MARIAN SPITZBERG
----------------------------------------
Marian Spitzberg

-4-
<PAGE> 5
BOARD RESOLUTIONS REGARDING
SHELF REGISTRATION OF DEBT SECURITIES
AND WARRANTS TO PURCHASE DEBT SECURITIES

April 8, 1997

WHEREAS, the Board of Directors of the Company considers it desirable
and in the best interests of the Company that the Company register with the
Securities and Exchange Commission ("SEC") up to an aggregate principal amount
of $1.5 billion of debt securities consisting of notes, debentures and/or other
unsecured evidences of indebtedness (collectively, the "Debt Securities") and
warrants ("Warrants") to purchase Debt Securities of the Company (the Debt
Securities and Warrants being herein collectively called the "Securities"), for
possible issuance by the Company from time to time;

Special Finance Committee

NOW, THEREFORE, BE IT RESOLVED, that Robert W. Decherd, Ward L. Huey,
Jr., Burl Osborne, Michael J. McCarthy and Michael D. Perry be, and each of
them hereby is, appointed as the members of a Special Finance Committee of the
Board of Directors (the "Committee"), and any three of said members of the
Committee are hereby authorized on behalf of the Committee and the Company to
exercise any and all of the power and authority of the Board of Directors of
the Company delegated herein to the Committee; and

Designated Officers

RESOLVED FURTHER, that Robert W. Decherd, Michael J. McCarthy and
Michael D. Perry be, and each hereby is, appointed as a "Designated Officer"
for purposes of these resolutions, and that any two of such Designated Officers
acting together be, and they hereby are, authorized to exercise any of the
power and authority delegated herein to the Designated Officers and any one of
such Designated Officers is authorized to exercise any of the power and
authority delegated herein to a Designated Officer; and

Indenture; Terms of Debt Securities

RESOLVED FURTHER, that the Committee be, and it hereby is, authorized
to approve and adopt, on behalf and with the full authority of the Board of
Directors of the Company, a form of indenture or indentures (including forms of
Debt Securities) relating to the Debt Securities that describes or describe the
terms and conditions under which the Debt Securities shall be issuable, and
that the Chairman of the Board, Chief Executive Officer and President or any
Senior Vice President, Vice President/Treasurer or Vice President/Finance, and
the Secretary or any Assistant Secretary of the Company be, and they hereby
are, authorized to execute, seal, acknowledge and deliver, in the name and on
behalf of the Company, an indenture or indentures relating to any of the Debt
Securities in substantially the form approved by the Committee, with such
changes therein, additions thereto and deletions therefrom as the Designated
Officers or the officers executing the same may approve, as conclusively
evidenced by the execution and delivery
<PAGE> 6
thereof, and that such officers are authorized to execute, seal, acknowledge
and deliver, in similar manner, indentures supplemental thereto approved by the
Committee, with such changes therein, additions thereto and deletions therefrom
as the Designated Officers or the officers executing the same may approve, as
conclusively evidenced by the execution and delivery thereof (each such
indenture, as amended by indentures supplemental thereto, as executed and
delivered on behalf of the Company being hereinafter referred to as an
"Indenture"); and

RESOLVED FURTHER, that the Designated Officers may at any time
authorize one or more issues and sales of Debt Securities by the Company with
an aggregate initial public offering price or purchase price of up to $1.5
billion (or the equivalent thereof in a foreign currency or composite currency)
under an Indenture and, in connection with any such issue, determine, approve
or appoint, as the case may be:

(a) the terms and rights of the Debt Securities and title
or titles thereof; provided, however, that no Debt Security shall be
secured (except to the extent required by or pursuant to the authority
of an Indenture approved by the Board of Directors or the Committee)
or convertible into any equity security of the Company;

(b) the maturity or maturities of the Debt Securities;

(d) the price to be received by the Company in any
offering or sale of any of the Debt Securities (which may be at a
discount from the principal amount stated at maturity of such Debt
Securities), any public offering price and any discount received by,
or commission paid to, any underwriters or agents;

(e) the rate or rates at which the Debt Securities shall
bear interest;

(f) the date or dates from which such interest shall
accrue, the dates on which such interest shall be payable and the
record date for the interest payable on any interest payment date;

(g) the place or places where the principal of (and
premium, if any) and interest, if any, on the Debt Securities shall be
payable;

(h) the period or periods, within which, the price or
prices at which and the terms and conditions upon which the Debt
Securities may be redeemed, in whole or in part, at the option of the
Company;

(i) the obligation, if any, of the Company to redeem or
purchase the Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of a holder thereof, and the period or
periods within which, the price or prices at which and

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<PAGE> 7
the terms and conditions upon which the Debt Securities shall be
redeemed and purchased, in whole or in part, pursuant to such
obligation;

(j) the denominations in which the Debt Securities shall
be issuable;

(k) the currency or currencies, including composite
currencies, in which payment of the principal of (and premium, if any)
and interest on the Debt Securities of the series shall be payable (if
other than the currency of the United States of America);

(l) if the amount of payments of principal of (and
premium, if any) or interest on the Debt Securities of the series may
be determined with reference to an index, the manner in which such
amounts shall be determined;

(m) the affirmative or restrictive covenants, if any, to
be imposed relating to any of the Debt Securities and any addition to
or change in the covenants contained in any Indenture;

(n) any trustees, authenticating or paying agents,
transfer agents or registrars (each a "Fiduciary"); and

(o) such other terms, conditions and provisions as the
Designated Officers shall deem appropriate (which shall not be
inconsistent with the provisions of any Indenture approved by the
Board of Directors or the Committee);

and that the Designated Officers be, and they hereby are, authorized in the
name and on behalf of the Company, to take any and all such actions and to do,
or authorize to be done, all such things as the Designated Officers may deem
necessary or appropriate to effectuate the purpose of these resolutions; and

Warrants

RESOLVED FURTHER, that the Committee be, and it hereby is, authorized
to approve and adopt, on behalf and with the full authority of the Board of
Directors of the Company, a form of Warrant Agreement (including forms of
Warrants) relating to the Warrants that describes or describe the terms and
conditions under which the Warrants shall be issuable, and that the Chairman of
the Board, Chief Executive Officer and President or any Senior Vice President,
and the Secretary or any Assistant Secretary of the Company be, and they hereby
are, authorized to execute, seal, acknowledge and deliver, in the name and on
behalf of the Company, a Warrant Agreement or Agreements relating to any of the
Warrants in substantially the form approved by the Committee, with such changes
therein, additions thereto and deletions therefrom as a Designated Officer or
the officer executing the same may approve, as conclusively evidenced by the
execution and delivery thereof (herein, a "Warrant Agreement"); and

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<PAGE> 8
FURTHER RESOLVED, that the Designated Officers may at any time
authorize one or more issues and sales of Warrants together with Debt
Securities offered by the Company, and, in connection with any such issue,
determine, approve or appoint, as the case may be:

(a) the offering price of the Warrants;

(b) the currency or currencies in which such Warrants are
offered;

(c) the designation, aggregate principal amount, currency
or currencies, denominations and other terms of the series of Debt
Securities purchasable upon exercise of such Warrants;

(d) the designation and terms of the series of Debt
Securities with which such Warrants are being offered and the number
of such Warrants being offered with each such Debt Security;

(e) the date on and after which such Warrants and the
related series of Debt Securities will be transferable separately;

(f) the principal amount of the Debt Securities
purchasable upon exercise of each such Warrant and the price at which
and currency or currencies in which such principal amount of Debt
Securities may be purchased upon such exercise;

(g) the date on which the right to exercise such Warrants
shall commence and the date on which such right shall expire; and

(h) any other terms of such Warrants not inconsistent
with the applicable Warrant Agreement;

SEC Filings

RESOLVED FURTHER, that the Chairman of the Board, Chief Executive
Officer and President, any Senior Vice President or any Vice President of the
Company (the "officers") be, and each hereby is, authorized and directed, in
the name and on behalf of the Company, to prepare, or cause to be prepared, and
to execute and file, or cause to be filed, with the SEC a registration
statement (the "Registration Statement") on Form S-3 (or such other appropriate
registration statement form as to which counsel shall advise) for the purpose
of registering under the Securities Act of 1933, as amended (the "1933 Act"),
for sale at any time or from time to

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<PAGE> 9
time in the future, the Securities, such Registration Statement to include a
prospectus or prospectuses and any and all exhibits and documents or
supplemental information relating thereto (including, but not limited to, a
Statement of Eligibility and Qualifications on Form T-1 of any Fiduciary to act
as Trustee under any indenture approved by the Committee in accordance with the
foregoing resolutions), each to be in such form or forms as the officer
executing the same may approve, as conclusively evidenced by his or her
execution thereof; and

RESOLVED FURTHER, that the officers be, and each hereby is,
authorized, in the name and on behalf of the Company, to execute and file, or
cause to be filed, with the SEC any and all amendments (including, without
limitation, post-effective amendments) or supplements to such Registration
Statement and any prospectus included therein and any additional documents that
counsel for the Company shall advise or any said officer may deem necessary or
desirable with respect to the registration and offering of the Securities or
with respect to any withdrawal of such Registration Statement, such amendments,
supplements and documents to be in such form as the officer executing or
delivering the same may approve, as conclusively evidenced by his or her
execution or delivery thereof; and

RESOLVED FURTHER, that the officers be, and each hereby is,
authorized, in the name and on behalf of the Company, to make application to
the SEC for registration of any of the Securities under Section 12 of the
Securities Exchange Act of 1934, as amended, and to prepare, or cause to be
prepared, and to execute and file, or cause to be filed, with the SEC and any
securities exchange an application or applications for such registration or
with respect to any withdrawal of any such Registration Statement and any and
all amendments thereto and any additional certificates, documents, letters and
other instruments that counsel for the Company shall advise or any officer may
deem necessary or desirable; and

Agent for Service of Process

RESOLVED FURTHER, that Michael J. McCarthy be, and he hereby is,
designated and appointed the Company's agent for service of process in
connection with the registration of the Securities under the 1933 Act and the
securities laws of the states, territories and other jurisdictions in which the
Securities are to be registered as contemplated by these resolutions; and

Exchange Listings

RESOLVED FURTHER, that the officers be, and each hereby is,
authorized, in the name and on behalf of the Company, to make application to
such securities exchange or exchanges as the officer acting shall deem
necessary or appropriate for the listing thereon of any of the Securities and
to prepare, execute and file an application or applications for such listing
and any and all amendments thereto and any additional certificates, documents,
letters and other instruments that any officer may deem necessary or desirable;
that the officers, or such other person as any officer may designate in
writing, be, and each hereby is, authorized to appear before any official or
officials or before any body of any such exchange, with authority to make

-5-
<PAGE> 10
such changes in such applications, amendments, certificates, documents, letters
and other instruments and to execute and deliver such listing agreements, fee
agreements and indemnity agreements relating to the use of facsimile signatures
as they, or any of them, may deem necessary or desirable in order to comply
with the requirements of any such exchange or to effect such listing; and

Trustee or Other Fiduciary

RESOLVED FURTHER, that the officers be, and each hereby is,
authorized, in the name and on behalf of the Company, to execute and deliver
such other agreements, documents, certificates and instruments as may be
required by any Fiduciary in connection with an Indenture or as may be
necessary or appropriate in connection with the issuance and sale of the Debt
Securities; and

RESOLVED FURTHER, that any Fiduciary be, and it hereby is, authorized
to rely and act upon, and shall be fully protected in so relying and acting
upon, any instructions received by it and signed by any officer of the Company
or by counsel for the Company and to rely and act upon, and shall be fully
protected in so relying and acting upon, any Debt Security, assignment, power
of attorney, certificate, order, instruction, notice or other instrument or
paper believed by it to be genuine and duly authorized and properly executed;
that the Company may reimburse any such Fiduciary for all expenses incurred by
it in the performance of its duties, and the Company may indemnify and hold
harmless each Fiduciary from and against any and all claims, suits, damages,
losses, expenses (including reasonable counsel fees) and liabilities that may
be incurred by it or to which it may be subjected by reason of or in connection
with its appointments and duties; and that the officers of the Company be, and
each hereby is, authorized, in the name and on behalf of the Company, to
execute and deliver a written order to the appropriate Fiduciary directing such
Fiduciary when Debt Securities have been properly executed by the Company, to
authenticate such Debt Securities in such principal amount as shall have been
determined by the Designated Officers, to deliver such Debt Securities to the
Company and thereafter to authenticate and deliver such other Debt Securities
as may be necessary upon registration of transfer of, in exchange for, or in
lieu of any outstanding Debt Securities, all in accordance with the terms of
any Indenture; and

Depositary

RESOLVED FURTHER, that the officers of the Company be, and each of
them hereby is, authorized and empowered, in the name and on behalf of the
Company, to appoint one or more institutions as such officer or officers shall
approve to act as a depositary or depositaries with respect to any such Debt
Securities issued in global form, such approval to be conclusively evidenced by
such appointment; and

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<PAGE> 11
Execution and Delivery of Securities

RESOLVED FURTHER, that the officers be, and each hereby is,
authorized, in the name and on behalf of the Company, to execute, seal (or
cause the Treasurer or Secretary or any Assistant Treasurer or Assistant
Secretary of the Company to seal) with the seal (or facsimile thereof) of the
Company and deliver Securities as authorized above, in substantially such form
as shall be set forth in the Indenture and any Warrant Agreement relating
thereto or as shall be otherwise approved by the Designated Officers and with
such changes therein, additions thereto and deletions therefrom as the officers
executing the same shall approve, as conclusively evidenced by their execution
and delivery thereof; that the signatures of any of the foregoing officers on
the Securities may be manual or facsimile; and that if any such officer who
signs or whose facsimile signature appears upon any Security ceases to hold
such office prior to the authentication or delivery of any such Security, the
Security so signed or bearing such facsimile signature shall nevertheless be
valid; and

Selling Agents and Underwriters

RESOLVED FURTHER, that the officers of the Company be, and each of
them hereby is, authorized and empowered, in the name and on behalf of the
Company, to engage one or more persons or entities as such officer or officers
shall approve to act as selling agents and/or underwriters with respect to the
Debt Securities, such approval to be conclusively evidenced by such
appointment; and

Underwriting and Pricing

RESOLVED FURTHER, that the Committee be, and it hereby is, authorized
to approve, on behalf and with the full authority of the Board of Directors,
the form of any distribution agreement, underwriting agreement and pricing
agreement relating to the Securities, and any other agreement or agreements the
Committee may deem necessary or appropriate in connection with the arrangements
for or sale and purchase of any of the Securities, and that the officers be,
and they hereby are, authorized to execute and deliver, in the name and on
behalf of the Company, any such distribution agreement, underwriting agreement
and pricing agreement and other agreement or agreements in substantially the
form approved by the Committee, with such changes therein, additions thereto
and deletions therefrom as the Designated Officer or the officer executing the
same may approve, as conclusively evidenced by the execution and delivery
thereof; and

Power of Attorney

RESOLVED FURTHER, that each officer and director of the Company who
may execute the Registration Statement or any amendment or supplement thereto,
be, and each hereby is, authorized to execute a power of attorney appointing
any or all of the officers, and each of them, his or her true and lawful
attorney and in his or her name and stead and in his or her capacity

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<PAGE> 12
as an officer and/or director to sign such Registration Statement and any and
all amendments and supplements thereto, and all instruments, papers or
documents in connection therewith, and to file the same with the SEC, with full
power and authority granted to said attorney to do and perform in the name and
on behalf of each of said officers and/or directors each and every act
whatsoever necessary or appropriate, upon advice of counsel, in connection with
the registration of the Securities to the same extent that such officer or
director might or could do in person; and

Blue Sky or Other Filings

RESOLVED FURTHER, that it is desirable and in the best interest of the
Company that the Securities be qualified or registered for sale in various
states, territories or other domestic or foreign jurisdictions (collectively,
"jurisdictions"); that the officers of the Company be, and each of said
officers hereby is, authorized to determine the jurisdictions in which
appropriate action shall be taken to qualify (or exempt therefrom) or register
for sale all or such part of the Securities of the Company as the officers may
deem advisable; that the officers are hereby authorized to perform on behalf of
the Company any and all such acts as they may deem necessary or advisable in
order to comply with the applicable laws of any such jurisdictions, and in
connection therewith to execute and file all requisite papers and documents,
including, but not limited to, applications, reports, surety bonds, irrevocable
consents and appointments of attorneys for service of process; and the
execution by the officers of any such paper or document or the doing by them of
any act in connection with the foregoing matter shall conclusively establish
their authority therefor from the Company and the approval and ratification by
the Company of the papers and documents so executed and the action so taken and
that this Board of Directors hereby adopts the form of any resolution required
to be filed in connection with any such paper or document if (i) in the opinion
of the officer of the Company so acting the adoption of such resolution is
necessary or advisable or appropriate, and (ii) the Secretary of the Company
evidences such adoption by filing with the minutes of this meeting copies of
such resolution, which shall thereupon be deemed to be adopted by this Board of
Directors and incorporated in such minutes as a part of this resolution with
the same force and effect as if presented to this meeting; and

Expenses

RESOLVED FURTHER, that the officers of the Company be, and each of
them hereby is, authorized and empowered, in the name and on behalf of the
Company, to pay any and all expenses and fees arising in connection with the
offer and sale from time to time of the Debt Securities, the registration or
qualification from time to time under securities or Blue Sky laws of the
various states and other jurisdictions of the Debt Securities, the listing from
time to time of the Debt Securities on securities exchanges or otherwise in
connection with matters encompassed by the foregoing resolutions; and

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<PAGE> 13
Miscellaneous

RESOLVED FURTHER, that the officers of the Company be, and each hereby
is, authorized, in the name and on behalf of the Company and under its
corporate seal, as desired, to execute any and all agreements, undertakings,
documents, instruments and certificates and to make and deliver any and all
such payments, and to take any and all such actions that such officer may
consider necessary or appropriate to carry out the intent of the foregoing
resolutions; and

RESOLVED FURTHER, that any actions taken by any of the officers of the
Company prior to the adoption of these resolutions which are within the
authority hereinabove conferred are hereby ratified, confirmed, approved and
adopted as actions by and on behalf of the Company.

-9-
<PAGE> 14

RESOLUTIONS OF
SPECIAL FINANCE COMMITTEE OF
A. H. BELO CORPORATION

September 23, 1997

RESOLVED, that there be and is hereby approved and established the
following series of Securities under the Indenture having the terms set forth
below (defined terms used therein shall have the meaning given them in the
Indenture):

7 1/4% Senior Debentures due September 15, 2027.

A. The title of such series of Securities shall be the "7 1/4%
Senior Debentures due September 15, 2027" (the "2027 Debentures"). The price
at which the 2027 Debentures shall be issued to the public is 99.41%.

B. The aggregate principal amount of the 2027 Debentures that may
be authenticated and delivered under the Indenture shall be $250,000,000
(except for 2027 Debentures authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other 2027 Debentures pursuant
to Sections 2.3, 3.4, 3.5, 3.6, 9.6 and 11.7 of the Indenture, and except for
any 2027 Debentures which, pursuant to Section 3.3 of the Indenture, shall be
deemed never to have been authenticated and delivered thereunder).

C. The date on which the principal of the 2027 Debentures is due
and payable, unless accelerated pursuant to the Indenture, is September 15,
2027.

D. The 2027 Debentures shall bear interest at 7 1/4% per annum
from September 26, 1997. Interest shall be payable semiannually on March 15
and September 15 of each year (each, an "Interest Payment Date"), commencing
March 15, 1998, to each Person in whose name the 2027 Debentures (or one or
more Predecessor Securities) are registered at the close of business on the
regular record date for such interest. The regular record dates for interest
payable on the 2027 Debentures shall be the March 1 or September 1 (as the case
may be), whether or not a Business Day, immediately preceding an Interest
Payment Date. Interest on the 2027 Debentures shall be calculated on the basis
of a 360-day year of twelve 30-day months.

E. The 2027 Debentures shall be issuable only in denominations of
$1,000 and any integral multiple thereof. Subject to any prior conditions
stated in the Indenture, the 2027 Debentures shall be issued in definitive
form.

F. The place or places where (a) the principal of, premium (if
any) and interest on the 2027 Debentures shall be payable, (b) the 2027
Debentures may be surrendered for registration of transfer or for exchange and
(c) notices may be given to the Company in respect

<PAGE> 15

of the 2027 Debentures, is at the office of the Trustee, 450 West 33rd Street,
New York, New York 10001, Attention: Global Trust Services, provided that
payment of interest, other than at Maturity, may be made, at the option of the
Company, by check mailed to the address of the person entitled thereto as such
address shall appear in the Security Register.

G. The 2027 Debentures are subject to redemption upon receipt of
notice by first-class mail at least 30 days and not more than 60 days prior to
the Redemption Date, at the option of the Company at any time, as a whole or in
part, at a Redemption Price equal to the greater of (i) 100% of their principal
amount or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon discounted to the Redemption Date on
a semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Yield plus twenty (20) basis points, plus, in each case,
accrued interest thereon to the Redemption Date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the 2027 Debentures that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining
term of the 2027 Debentures.

"Comparable Treasury Price" means, with respect to any Redemption Date
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is
not published or does not contain such prices on such Business Day, (A) the
average of the five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations. "Reference
Treasury Dealer Quotations" means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average as determined by the Trustee of the
bid and asked prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the Trustee by
the Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding
such Redemption Date.

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<PAGE> 16
"Reference Treasury Dealer" means (i) Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc, and their respective
successors, provided, however that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Trustee
after consultation with the Company.

H. The 2027 Debentures are not subject to any sinking fund or
analogous provisions. The 2027 Debentures will not be redeemable at the option
of the Holder thereof prior to Maturity.

I. The Company will not pay additional amounts on any of the 2027
Debentures to Holders who are United States Aliens in respect of any tax,
assessment or governmental charge withheld or deducted.

J. The 2027 Debentures may be purchased only in currency of the
United States and payment of principal of, premium, (if any), and interest on
the 2027 Debentures will only be made in currency of the United States.

K. The amount of payments of principal of, premium (if any) or
interest on any 2027 Debentures may not be determined with reference to an
index, formula or other method.

L. The payment of principal of or premium (if any) or interest on
the 2027 Debentures will not be payable at the option of the Company or the
Holder in any currency or currency units other than in the currency of the
United States.

M. The Events of Default and covenants specified in the Indenture
will apply to the 2027 Debentures without additions or changes.

N. One hundred percent (100%) of the principal amount of the 2027
Debentures will be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 5.2 of the Indenture.

O. The defeasance and covenant defeasance provisions of Article
XIII of the Indenture will apply to the 2027 Debentures.

P. The 2027 Debentures shall be issued in the form of one or more
Global Securities (the "Global 2027 Debentures"). The Depository for the
Global 2027 Debentures shall be DTC, and the Global 2027 Debentures shall be
registered in the name of DTC or Cede & Co., as a nominee of DTC. Except as
set forth in Sections 2.3 or 3.5 of the Indenture, such Global 2027 Debentures
may only be transferred, in whole and not in part, to the Depository or another
nominee of the Depository.

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<PAGE> 17
Q. The Trustee will initially act as the security registrar for
the 2027 Debentures and as the Paying Agent with respect to the 2027
Debentures.

RESOLVED, that the officers of the Company are authorized to execute
and deliver an Underwriting Agreement relating to the Securities between the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting for
itself and as representative of the several Underwriters named in such
Underwriting Agreement, which incorporates by reference the terms of the
Underwriting Standard Provisions Agreement, with such changes therein,
additions thereto and deletions therefrom as the officer executing the same may
approve, as conclusively evidenced by the execution and delivery thereof;

RESOLVED, that the officers of the Company be, and they hereby are,
authorized, in the name and on behalf of the Company, to take any and all such
actions and to do, or authorize to be done, all such things as such officers
may deem necessary or appropriate to effect the purpose or intent of these
resolutions.

-4-

<PAGE> 1
EXHIBIT 10.2 (1)

CONFORMED COPY

================================================================================

AMENDED AND RESTATED
CREDIT AGREEMENT

dated as of
August 29, 1997

among

A. H. BELO CORPORATION
as Borrower,

The Lenders Party Hereto,

THE CHASE MANHATTAN BANK,
as Administrative Agent, and
as Competitive Advance Facility Agent

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
BANK OF TOKYO-MITSUBISHI, LTD.
as Co-Syndication Agents

NATIONSBANK
as Documentation Agent

FIVE YEAR
$1,000,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY

================================================================================
<PAGE> 2

TABLE OF CONTENTS

ARTICLE I

Definitions
-----------

SECTION 1.01. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Classification of Loans and Borrowings . . . . . . . . . . . . . . . 13
SECTION 1.03. Terms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE II

The Credits
-----------

SECTION 2.01. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.02. Loans and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.03. Requests for Revolving Borrowings . . . . . . . . . . . . . . . . . . 15
SECTION 2.04. Competitive Bid Procedure . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.05. Funding of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.06. Interest Elections . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.07. Termination and Reduction of Commitments . . . . . . . . . . . . . . 19
SECTION 2.08. Repayment of Loans; Evidence of Debt . . . . . . . . . . . . . . . . 20
SECTION 2.09. Prepayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.10. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.11. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.12. Alternate Rate of Interest . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.13. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.14. Break Funding Payments . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.15. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.17. Mitigation Obligations; Replacement of Lenders . . . . . . . . . . . 26
SECTION 2.18. Extension of Maturity Date . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE III

Representations and Warranties
------------------------------

SECTION 3.01. Organization; Powers . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.02. Authorization; Enforceability . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.03. Governmental Approvals; No Conflicts . . . . . . . . . . . . . . . . 28
SECTION 3.04. Financial Condition; No Material Adverse Change . . . . . . . . . . . 28
SECTION 3.05. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.06. Litigation, Labor and Environmental Matters . . . . . . . . . . . . . 29
SECTION 3.07. Compliance with Laws and Agreements . . . . . . . . . . . . . . . . . 29
SECTION 3.08. Certain Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.09. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.10. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.11. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>
<PAGE> 3
2

<TABLE>
<S> <C> <C>
ARTICLE IV

Conditions
----------

SECTION 4.01. Amendment and Restatement Effective Date . . . . . . . . . . . . . . 30
SECTION 4.02. Each Credit Event . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE V

Affirmative Covenants
---------------------

SECTION 5.01. Financial Statements and Other Information . . . . . . . . . . . . . 32
SECTION 5.02. Notices of Material Events . . . . . . . . . . . . . . . . . . . . . 33
SECTION 5.03. Existence; Conduct of Business . . . . . . . . . . . . . . . . . . . 33
SECTION 5.04. Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 5.05. Maintenance of Properties; Insurance . . . . . . . . . . . . . . . . 34
SECTION 5.06. Books and Records; Inspection Rights . . . . . . . . . . . . . . . . 34
SECTION 5.07. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.08. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE VI

Negative Covenants
------------------

SECTION 6.01. Liens . . . . . . . . . . . . . . . . . . . . . 34
SECTION 6.02. Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.03. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.04. Restrictive Agreements . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.05. Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.06. Interest Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 6.07. Investments in TVFN . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VII

Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 36
-----------------

ARTICLE VIII

The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
----------

ARTICLE IX

Miscellaneous
--------------

SECTION 9.01. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 9.02. Waivers; Amendments . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 9.03. Expenses; Indemnity; Damage Waiver . . . . . . . . . . . . . . . . . 41
SECTION 9.04. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 9.05. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.06. Counterparts; Integration; Effectiveness . . . . . . . . . . . . . . 44
SECTION 9.07. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.08. Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.10. Waiver of Jury Trail . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
</TABLE>
<PAGE> 4
3

<TABLE>
<S> <C> <C>
SECTION 9.12. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.13. Interest Rate Limitations . . . . . . . . . . . . . . . . . . . . . . 46

Exhibits and Schedules
----------------------

Exhibit A Form of Assignment and Acceptance
Exhibit B-1 Form of Opinion of Counsel -- General Counsel of A. H. Belo Corporation
Exhibit B-2 Form of Opinion of Counsel -- Locke Purnell Rain Harrell
Exhibit B-3 Form of Opinion of Counsel -- Wiley, Rein & Fielding
Schedule 2.01 Commitments
Schedule 3.06 Litigation, Labor and Environmental Matters
Schedule 6.01 Liens
Schedule 6.05 Subordinated Debt
</TABLE>
<PAGE> 5

AMENDED AND RESTATED CREDIT AGREEMENT dated as of
August 29, 1997, among A. H. BELO CORPORATION, the LENDERS
party hereto, THE CHASE MANHATTAN BANK, a New York banking
corporation ("Chase"), as Administrative Agent (in such
capacity, the "Administrative Agent"), and as Competitive
Advance Facility Agent (in such capacity, the "CAF Agent"; and,
together with the Administrative Agent, the "Agents"), BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and BANK OF
TOKYO-MITSUBISHI, LTD., as Co-Syndication Agents, and
NATIONSBANK OF TEXAS, N.A., as Documentation Agent.

The Borrower (such term and each other capitalized term used but not
otherwise defined herein having the meaning assigned to it in Article I), the
Lenders and the Agents have entered into a Credit Agreement (the "Existing
Agreement") dated as of January 31, 1997, pursuant to which the Lenders have
extended credit in order to enable the Borrower to borrow on a revolving credit
basis on and after the date thereof and at any time and from time to time prior
to the maturity date stated therein a principal amount not to exceed
$1,500,000,000. The Borrower, the Lenders and the Agent now wish to amend and
restate the Existing Agreement as set forth herein and to reduce the principal
amount available hereunder to $1,000,000,000. The proceeds of the borrowings
hereunder are to be used for general corporate purposes, including working
capital, acquisitions, stock repurchases and, if the Borrower shall so
determine, commercial paper backup. Up to $90,000,000 of the proceeds of such
borrowings may be used to fund the operations of TVFN. The Borrower has also
requested the Lenders to provide a procedure pursuant to which the Lenders may
be invited to bid on an uncommitted basis on short-term borrowings by the
Borrower.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

"Adjusted CD Rate" means, with respect to any CD Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to the sum of (a) the Fixed CD Rate for such
Interest Period multiplied by the Statutory Reserve Rate, plus (b) the
Assessment Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing for
any Interest Period, an interest rate per annum (rounded upwards, if necessary,
to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means The Chase Manhattan Bank, as administrative
agent for the Lenders hereunder.

"Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.
<PAGE> 6
2

"Affiliate" means, when used with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.

"Alternate Base Rate" means, for any day, a rate per annum equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate, respectively.

"Amendment and Restatement Effective Date" means the date on which the
conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).

"Applicable Percentage" means on any date, with respect to any
Eurodollar Loan (other than any Eurodollar Competitive Loan) or CD Loan or with
respect to the facility fees referred to in Section 2.10(a), as the case may
be, the applicable percentage set forth in the table below under the caption
"Eurodollar Spread", "CD Spread" or "Facility Fee Percentage", as the case may
be, based upon the ratings of the Index Debt of the Borrower in effect on such
date:

<TABLE>
<CAPTION>
========================================================================================================
Ratings Facility Fee Eurodollar CD
------- ------------ ---------- --
S&P/Moody's/Fitch Percentage Spread Spread
----------------- ---------- ------ ------
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Category 1 A-/A3/A- or higher 0.0700% 0.1550% 0.2800%
- --------------------------------------------------------------------------------------------------------
Category 2 BBB+/Baa1/BBB+ 0.0800% 0.1700% 0.2950%
- --------------------------------------------------------------------------------------------------------
Category 3 BBB/Baa2/BBB 0.1000% 0.2000% 0.3250%
- --------------------------------------------------------------------------------------------------------
Category 4 BBB-/Baa3/BBB- 0.1250% 0.2750% 0.4000%
- --------------------------------------------------------------------------------------------------------
Category 5 Lower than
BBB-/Baa3/BBB- 0.1500% 0.3500% 0.4750%
========================================================================================================
</TABLE>

For purposes of the foregoing, (i) if no rating for the Index Debt of the
Borrower shall be available from any of Moody's, S&P or Fitch, such rating
agency shall be deemed to have established a rating for Index Debt of the
Borrower in Category 5, unless the failure of the rating agencies to rate the
Index Debt is not the result of a change in the creditworthiness of the
Borrower or the Index Debt, in which case, the Borrower and the Lenders shall
negotiate in good faith to amend this definition to reflect a new method of
determining the Applicable Percentage, (ii) if the ratings established or
deemed to have been established by Moody's, S&P and Fitch for the Borrower
shall fall within different Categories, the Applicable Percentage shall be
based upon the superior (or numerically lower) Category, unless the ratings
differ by more than one Category, in which case, if the Index Debt is rated in
the same Category by two rating agencies and a lower Category by the third
rating agency, the higher rating shall govern, otherwise the governing rating
shall be the rating next below the highest of the three, and (iii) if any
rating established or deemed to have been established by Moody's, S&P or Fitch
shall be changed (other than as a result of a change in the rating system of
any of Moody's, S&P or Fitch), such change shall be effective as of the date on
which such change is first announced by the rating agency making such change.
Each such change in the Applicable Percentage shall apply to all Eurodollar
Loans and all CD Loans that are outstanding at any time during the period
commencing on
<PAGE> 7
3

the effective date of such change and ending on the date immediately preceding
the effective date of the next such change. If the rating system of any of
Moody's, S&P or Fitch shall change prior to the Maturity Date, the Borrower and
the Lenders shall negotiate in good faith to amend the references to specific
ratings in this definition to reflect such changed rating system.

"Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost to the Lenders of such insurance.

"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent
is required by Section 9.04), and accepted by the Administrative Agent, in the
form of Exhibit A or another form approved by the Administrative Agent.

"Availability Period" means the period from and including the
Amendment and Restatement Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Commitments.

"Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

"BHI Restrictive Agreement" means the Contribution and Assumption
Agreement to which Belo Holdings, Inc. is a party, referred to in the
Borrower's Joint Proxy Statement/Prospectus dated January 8, 1997, which under
certain circumstances restricts Belo Holdings, Inc.'s ability to pay dividends
or other distributions in respect of its capital stock.

"Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

"Borrower" means A. H. Belo Corporation, a Delaware corporation.

"Borrowing" means (a) a group of Revolving Loans of the same Type and,
in the case of CD Loans or Eurodollar Loans, as to which a single Interest
Period is in effect, (b) a Competitive Loan or group of Competitive Loans of
the same Type made on the same date and as to which a single Interest Period is
in effect.

"Borrowing Request" means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by
law to remain closed; provided that, when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.
<PAGE> 8
4

"CAF Agent" means The Chase Manhattan Bank as competitive advance
facility agent for the Lenders hereunder.

"Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

"CD", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted CD Rate.

A "Change in Control" shall be deemed to have occurred if (a) any
person or group (within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934 as in effect on the date hereof) other than officers of the
Borrower and Continuing Directors shall own, directly or indirectly,
beneficially or of record, shares representing more than 50% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock
of the Borrower; or (b) a majority of the seats (other than vacant seats) on
the board of directors of the Borrower shall at any time be occupied by persons
who are not Continuing Directors.

"Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.13, by any lending office of such Lender or by such
Lender's holding company, if any) with any law, rule or regulation, or any
guideline or directive (whether or not having the force of law) of any
Governmental Authority, or any request of any Governmental Authority with which
such Lender believes in good faith that it would be disadvantageous not to
comply, in each case made or issued after the date of this Agreement.

"Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

"Code" means the Internal Revenue Code of 1986, as amended from time
to time.

"Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Commitment, as applicable.

"Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

"Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.
<PAGE> 9
5

"Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

"Competitive Loan" means a Loan made pursuant to Section 2.04.

"Continuing Directors" means (i) the members of the Board of Directors
of the Borrower on the date hereof and (ii) future members of such Board of
Directors who were nominated or appointed by a majority of the Continuing
Directors at the date of their nomination or appointment.

"Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

"Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

"Disclosed Matters" means the actions, suits and proceedings, labor
controversies and the environmental matters disclosed in Schedule 3.06. The
disclosure of information in Schedule 3.06 or in any other schedule or exhibit
to this Agreement shall not constitute an admission by the Borrower that such
information is material for any purpose, including applicable securities laws,
other than this Agreement and the transactions provided for herein.

"dollars" or "$" refers to lawful money of the United States of
America.

"Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (b)
the existence with respect to any Plan of an
<PAGE> 10
6

"accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence of any liability under Title IV of ERISA with respect to the
termination of any Plan or the withdrawal or partial withdrawal of the Borrower
or any of its ERISA Affiliates from any Plan or Multiemployer Plan; (e) the
receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; or (f) the receipt by the
Borrower or any ERISA Affiliate of any notice concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

"Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in
the case of a Competitive Loan, the LIBO Rate).

"Event of Default" has the meaning assigned to such term in Article
VII.

"Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the jurisdiction under the laws of which it
is organized, or the jurisdiction in which its principal office is located or,
in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States of America or any
similar tax imposed by any other jurisdiction in which the Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.17(b)), any U.S. Federal withholding
tax imposed on amounts payable to such Foreign Lender under this Agreement
because of its failure or inability to comply with Section 2.15(e) or for any
other reason, unless (and to the extent that) (i) such withholding tax
liability arises or is increased by reason of a Change in Law occurring after
such Foreign Lender becomes a Lender under this Agreement or (ii) such Foreign
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such withholding tax
liability pursuant to Section 2.15(a).

"FCC" means the Federal Communications Commission and any successors
thereto.

"Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for the day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

"Film Contracts" mean contracts or agreements with suppliers which
provide the right to broadcast certain specified film or video tape motion
pictures.
<PAGE> 11
7

"Financial Officer" means the chief financial officer, vice president
of finance, principal accounting officer, treasurer or controller of the
Borrower.

"Fitch" shall mean Fitch Investors Service, Inc.

"Fixed CD Rate" means, with respect to any CD Borrowing for any
Interest Period, the arithmetic average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the prevailing rates per annum bid at or about 10:00 a.m.,
New York City time, to the Administrative Agent on the first Business Day of
such Interest Period by three negotiable certificate of deposit dealers of
recognized standing selected by the Administrative Agent for the purchase at
face value of negotiable certificates of deposit of major United States money
center banks in a principal amount of $5,000,000 and with a maturity comparable
to such Interest Period.

"Fixed Rate" means, with respect to any Competitive Loan bearing
interest at a fixed rate, the fixed rate of interest per annum specified by the
Lender making such Competitive Loan in its related Competitive Bid.

"Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

"Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes
hereof, the United States of America and each State thereof shall be
considered to constitute a single jurisdiction.

"Funded Debt" means without duplication, all Indebtedness, other than
short-term obligations under Film Contracts.

"GAAP" means generally accepted accounting principles in the United
States of America consistently applied.

"Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

"Guarantee" means any agreement by which the Borrower or any
Subsidiary assumes, guarantees, endorses, contingently agrees to purchase or
provide funds for the payment of, or otherwise becomes liable upon, the
obligation of another Person, or agrees to maintain the net worth or working
capital or other financial condition of any other Person or otherwise assure
any creditor of such other Person against loss, but shall not include typical
and customary indemnifications, representations and warranties made in
connection with purchases and sales of property or issuances of securities.

"Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging
arrangement.

"Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas,
<PAGE> 12
8

infectious or medical wastes and all other substances or wastes of any nature
regulated pursuant to any Environmental Law.

"Indebtedness" means, without duplication, the Borrower's and each
Subsidiary's (a) obligations for borrowed money, (b) obligations representing
the deferred purchase price of property (including, without limitation, under
Film Contracts) other than accounts payable arising in connection with the
purchase of inventory in the ordinary course of business, (c) obligations,
whether or not assumed, secured by Liens on or payable out of the proceeds or
production from property now or hereafter owned or acquired by the Borrower or
any Subsidiary, (d) obligations created under any conditional purchase or other
title retention agreements, (e) Capital Lease Obligations, letters of credit,
bonds or similar instruments, bankers' acceptances, (f) obligations under
Guarantees; provided, however, that Indebtedness shall not include obligations
of the Borrower or any Subsidiary incurred in connection with the
self-insurance program or employee benefit plans and programs of the Borrower
or the Subsidiaries, and (g) obligations to make payments that would be
required to be made in the event of an early termination, on the date
Indebtedness of the Borrower or any Subsidiary is being determined, in respect
of outstanding Hedging Agreements.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Index Debt" means the senior unsecured long-term non-credit enhanced
Indebtedness of the Borrower.

"Interest Coverage Ratio" means the ratio of Pro Forma Operating Cash
Flow to Interest Expense.

"Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.06.

"Interest Expense" means, with respect to the Borrower and the
Subsidiaries for any period, the interest expense of the Borrower and the
Subsidiaries determined on a consolidated basis in accordance with GAAP,
including, without limitation, (a) the amortization of debt discounts, (b) the
amortization of all fees (including, without limitation, fees with respect to
interest rate protection agreements) payable in connection with the incurrence
of Indebtedness and (c) the portion of any Capital Lease Obligation allocable
to interest expense.

"Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
CD or Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration or a CD
Borrowing with an Interest Period of more than 90 days' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration or 90 days' duration, as the case may be, after the first day
of such Interest Period, (c) with respect to any Fixed Rate Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Fixed Rate Borrowing with an Interest Period of more than
90 days' duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs at
intervals of 90 days' duration after the first day of such Interest Period, and
any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Borrowing.

<PAGE> 13
9

"Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect, (b) with respect to any CD
Borrowing, the period commencing on the date of such Borrowing and ending 30,
60, 90, 180, 270 or 360 days thereafter, as the Borrower may elect, and (c)
with respect to any Fixed Rate Borrowing, the period (which shall not be less
than 1 day or more than 360 days) commencing on the date of such Borrowing and
ending on the date specified in the applicable Competitive Bid Request;
provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period.
For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and, in the case of a Revolving Borrowing,
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

"Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

"LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the "LIBO Rate" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered to the principal London office of the Administrative Agent
or any Affiliate designated by the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

"Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

"Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.
<PAGE> 14
10

"Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

"Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of the
Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower
to perform any of its obligations under this Agreement or (c) the rights of or
benefits available to the Lenders under this Agreement.

"Material Indebtedness" means Indebtedness (other than the Loans), of
any one or more of the Borrower and the Subsidiaries in a principal amount for
any such Indebtedness in excess of $20,000,000 or in an aggregate principal
amount for all such Indebtedness in excess of $35,000,000.

"Material Subsidiary" means each Subsidiary other than Subsidiaries
that, (a) individually do not account for more than (i) 2% of the assets or
(ii) 2% of the net revenues and (b) in the aggregate do not account for more
than (i) 5% of the assets or (ii) 5% of the net revenues, in each case, at the
end of or for the four fiscal quarters most recently ended, of the Company and
its Subsidiaries on a consolidated basis.

"Maturity Date" means August 29, 2002, or any later date to which the
Maturity Date has been extended pursuant to Section 2.18.

"Moody's" shall mean Moody's Investors Service, Inc.

"Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

"Operating Cash Flow" means, for the Borrower and its Subsidiaries for
any relevant period, on a consolidated basis, the sum of (i) earnings before
income taxes for such period (without taking into account extraordinary or
nonrecurring items), plus (ii) depreciation and amortization expense during
such period, plus (iii) Interest Expense actually incurred or accrued during
such period determined in accordance with GAAP; provided, however, that
Operating Cash Flow shall not include (i) any income or loss attributable to
any investment accounted for on the "equity" method of accounting or (ii) any
operating cash flow (positive or negative) attributable to TVFN.

"Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution or delivery of, or
otherwise with respect to, this Agreement.

"Participation Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment.
If the Commitments have terminated or expired, the Participation Percentages
shall be determined based upon the Commitments most recently in effect, giving
effect to any assignments.

"Permitted Liens" means (a) Liens for Taxes not yet due and payable,
mechanic's Liens and materialman's, shipper's or warehouseman's Liens for
services or materials and landlord's Liens for rental amounts for which payment
is not yet due or which are being contested in good faith by appropriate
proceedings, (b) Liens securing any purchase money
<PAGE> 15
11

Indebtedness (including Capital Lease Obligations relating to assets acquired
after the date hereof) if such Liens do not encumber any property other than
the property for the purchase of which such purchase money Indebtedness was
incurred, (c) the currently existing Liens described in Schedule 6.01 hereto,
if any, and renewals thereof, (d) pledges or deposits made to secure payment of
worker's compensation, unemployment insurance, pensions, or other social
security programs, (e) good-faith pledges or deposits made to secure
performance of bids, tenders, contracts (other than for the repayment of
borrowed money), or leases, or to secure statutory obligations, surety or
appeal bonds, or indemnity, performance, or other similar bonds in the ordinary
course of business, (f) encumbrances consisting of zoning restrictions,
easements, utility district assessments or other restrictions on the use of
property, none of which materially impairs the operation by the Borrower and
the Subsidiaries (taken as a whole) of their business, and none of which is
violated by existing or proposed structures or land use where such violation
would materially impair the operation by the Borrower and the Subsidiaries
(taken as a whole) of their business, (g) the following, if the validity or
amount thereof is being contested in good faith and by appropriate and lawful
proceedings and so long as levy and execution thereon have been stayed and
continue to be stayed, or they do not in the aggregate materially detract from
the value of any material assets or the operations of the Borrower and the
Subsidiaries taken as a whole: claims and Liens for Taxes due and payable;
claims and Liens upon, and defects of title to, property, including any
attachment of property or other legal process prior to adjudication of a
dispute on the merits; and claims and Liens of mechanics, materialmen,
warehousemen, carriers, landlords, or other Liens; judgment Liens; and (h) any
Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Subsidiary or existing on any property or asset of any Person
that becomes a Subsidiary after the date hereof prior to the time the Person
becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation or connection with such acquisition or such Person becoming a
Subsidiary, as the case may be, (ii) such Lien shall not apply to any other
property or assets of the Borrower or any Subsidiary and (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition
or the date such Person becomes a Subsidiary, as the case may be.

"PBGC" means the Pension Benefit Guarantee Corporation referred to and
Defined in ERISA.

"Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

"Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

"Prime Rate" means the rate of interest per annum publicly announced
from time to time by The Chase Manhattan Bank as its prime rate in effect at
its principal office in New York; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as
being effective.

"Pro Forma Operating Cash Flow" means, for any relevant period,
Operating Cash Flow of the Borrower and its Subsidiaries on a consolidated
basis adjusted to include the Operating Cash Flow of any operating units or
entities acquired during such relevant period and to
<PAGE> 16
12

exclude the Operating Cash Flow of any operating units or entities divested or
sold during such relevant period (in each case, as if the acquisition or
divestiture had occurred at the beginning of such relevant period).

"Register" has the meaning set forth in Section 9.04.

"Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 51% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective
Revolving Credit Exposures in determining the Required Lenders.

"Reportable Event" means any reportable event as defined by Section
4043 of ERISA and the regulations issued under such Section with respect to a
Plan (other than a Multiemployer Plan), excluding, however, such events as to
which the PBGC by regulation or by technical update waived the requirement of
Section 4043(a) of ERISA that it be notified within 30 days of the occurrence
of such event; provided that a failure to meet the minimum funding standard of
Section 412 of the Code and Section 302 of ERISA shall be a reportable event
regardless of the issuance of any waiver in accordance with Section 412(d) of
the Code.

"Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amounts of such Lender's Revolving
Loans at such time.

"Revolving Loan" means a Loan made pursuant to Section 2.03.

"S&P" shall mean Standard and Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc.

"Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Administrative Agent is subject
(a) with respect to the Adjusted CD Rate or the Base CD Rate, for new
negotiable nonpersonal time deposits in dollars of over $100,000 with
maturities approximately equal to (i) the applicable Interest Period, in the
case of the Adjusted CD Rate, and (ii) three months, in the case of the Base CD
Rate, and (b) with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

"Subordinated Debt" means Indebtedness of the Borrower for borrowed
money that satisfies the requirements set forth in Schedule 6.05 hereto.

"subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company,
<PAGE> 17
13

partnership, association or other entity the accounts of which would be
consolidated with those of the parent in the parent's consolidated financial
statements if such financial statements were prepared in accordance with GAAP
as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of
the general partnership interests are, as of such date, owned, controlled or
held, or (b) that is, as of such date, otherwise Controlled, by the parent or
one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

"Subsidiary" means any subsidiary of the Borrower.

"Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

"Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate is not so reported on such day or
such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

"Transactions" means the execution, delivery and performance by the
Borrower of this Agreement and the borrowing of the Loans hereunder.

"TVFN" means Television Food Network, a Subsidiary of the Borrower.

"Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Adjusted
CD Rate, the Alternate Base Rate or, in the case of a Competitive Loan or
Borrowing, the LIBO Rate or a Fixed Rate.

"Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the
<PAGE> 18
14

corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
with GAAP, as in effect from time to time; provided that, if the Borrower
notifies the Administrative Agent that the Borrower requests an amendment to
any provision hereof to eliminate the effect of any change occurring after the
date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in an aggregate principal amount
that will not result in (a) such Lender's Revolving Credit Exposure exceeding
such Lender's Commitment or (b) the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans exceeding
the total Commitments. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall
be made as part of a Borrowing consisting of Revolving Loans made by the
Lenders ratably in accordance with their respective Participation Percentages.
Each Competitive Loan shall be made in accordance with the procedures set forth
in Section 2.04. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments and Competitive Bids of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

(b) Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans, CD Loans or Eurodollar Loans as
<PAGE> 19
15

the Borrower may request in accordance herewith, and (ii) each Competitive
Borrowing shall be comprised entirely of Eurodollar Loans or Fixed Rate Loans
as the Borrower may request in accordance herewith. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such
option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement; provided further, that if the
designation of any such foreign branch or Affiliate shall result in any costs,
reductions or Taxes which would not otherwise have been applicable and for
which such Lender would, but for this proviso, be entitled to request
compensation under Section 2.13 or 2.15, such Lender shall not be entitled to
request such compensation unless it shall in good faith have determined such
designation to be necessary or advisable to avoid any material disadvantage to
it.

(c) At the commencement of each Interest Period for any CD Revolving
Borrowing or Eurodollar Revolving Borrowing, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. At the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments. Each Competitive Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total
of 15 CD and Eurodollar Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

SECTION 2.03. Requests for Revolving Borrowings. In order to request
a Revolving Borrowing, the Borrower shall notify the Administrative Agent of
such request by telephone (a) in the case of a Eurodollar Borrowing, not later
than 11:00 a.m., New York time, three Business Days before the date of the
proposed Borrowing, (b) in the case of a CD Borrowing, not later than 11:00
a.m., New York time, two Business Days before the date of the proposed
Borrowing or (c) in the case of an ABR Borrowing, not later than 10:00 a.m.,
New York time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Borrower.
Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing, a CD Borrowing
or a Eurodollar Borrowing;

(iv) in the case of a CD Borrowing or a Eurodollar Borrowing, the
initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term "Interest Period"; and
<PAGE> 20
16

(v) the location and number of the Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.05.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested CD or Eurodollar Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of 30 days' duration, in the case of a CD Borrowing, or one month's
duration, in the case of a Eurodollar Borrowing. Promptly following receipt of
a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms
and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Competitive Bids and may (but shall not have
any obligation to) accept Competitive Bids and borrow Competitive Loans;
provided that the sum of the total Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans at any time shall
not exceed the total Commitments. In order to request Competitive Bids, the
Borrower shall notify the CAF Agent of such request by telephone, in the case
of a Eurodollar Borrowing, not later than 11:00 a.m., New York time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., New York time, one Business
Day before the date of the proposed Borrowing; provided that a Competitive Bid
Request shall not be made within five Business Days after the date of any
previous Competitive Bid Request, unless any and all such previous Competitive
Bid Requests shall have been withdrawn or all Competitive Bids received in
response thereto rejected. Each such telephonic Competitive Bid Request shall
be confirmed promptly by hand delivery or telecopy to the CAF Agent of a
written Competitive Bid Request in a form approved by the CAF Agent and signed
by the Borrower. Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Eurodollar Borrowing or a
Fixed Rate Borrowing;

(iv) the Interest Period to be applicable to such Borrowing, which
shall be a period contemplated by the definition of the term "Interest
Period"; and

(v) the location and number of the Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the CAF Agent shall notify the Lenders of the details thereof by
telecopy, inviting the Lenders to submit Competitive Bids.

(b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
CAF Agent and must be received by the Administrative Agent by telecopy, in the
case of a Eurodollar Competitive Borrowing, not
<PAGE> 21
17

later than 9:30 a.m., New York time, three Business Days before the proposed
date of such Competitive Borrowing, and in the case of a Fixed Rate Borrowing,
not later than 9:30 a.m., New York time, on the proposed date of such
Competitive Borrowing. Competitive Bids that do not conform substantially to
the form approved by the CAF Agent may be rejected by the CAF Agent, and the
CAF Agent shall notify the applicable Lender as promptly as practicable. Each
Competitive Bid shall specify (i) the principal amount (which shall be a
minimum of $5,000,000 and an integral multiple of $1,000,000 and which may
equal the entire principal amount of the Competitive Borrowing requested by the
Borrower) of the Competitive Loan or Loans that the Lender is willing to make,
(ii) the Competitive Bid Rate or Rates at which the Lender is prepared to make
such Loan or Loans (expressed as a percentage rate per annum in the form of a
decimal to no more than four decimal places) and (iii) the Interest Period
applicable to each such Loan and the last day thereof.

(c) The CAF Agent shall promptly notify the Borrower by telecopy of
the Competitive Bid Rate and the principal amount specified in each Competitive
Bid and the identity of the Lender that shall have made such Competitive Bid.

(d) Subject only to the provisions of this paragraph (d), the
Borrower may accept or reject any Competitive Bid. The Borrower shall notify
the CAF Agent by telephone, confirmed by telecopy in a form approved by the CAF
Agent, whether and to what extent it has decided to accept or reject each
Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later
than 10:30 a.m., New York time, three Business Days before the date of the
proposed Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not
later than 10:30 a.m., New York time, on the proposed date of the Competitive
Borrowing; provided, that (i) the failure of the Borrower to give such notice
shall be deemed to be a rejection of each Competitive Bid, (ii) the Borrower
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if
the Borrower rejects a Competitive Bid made at a lower Competitive Bid Rate,
(iii) the aggregate amount of the Competitive Bids accepted by the Borrower
shall not exceed the aggregate amount of the requested Competitive Borrowing
specified in the related Competitive Bid Request, (iv) to the extent necessary
to comply with clause (iii) above, the Borrower may accept Competitive Bids at
the same Competitive Bid Rate in part, which acceptance, in the case of
multiple Competitive Bids at such Competitive Bid Rate, shall be made pro rata
in accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided further that if
a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the
Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall
be irrevocable.

(e) The CAF Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if so, the
amount and Competitive Bid Rate so accepted), and each successful bidder will
thereupon become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) If any Lender that is an Affiliate of the CAF Agent shall elect
to submit a Competitive Bid in its capacity as a Lender, it
<PAGE> 22
18

shall submit such Competitive Bid directly to the Borrower at least one quarter
of an hour earlier than the time by which the other Lenders are required to
submit their Competitive Bids to the CAF Agent pursuant to paragraph (b) of
this Section.

SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, New York time, to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such
Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York and designated by the Borrower in the applicable Borrowing
Request or Competitive Bid Request.

(b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its
share of the applicable Borrowing available to the Administrative Agent, then
the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate or (ii) in the case of the Borrower, the interest rate borne by
the applicable Borrowing. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a CD or Eurodollar Revolving Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a CD or Eurodollar Revolving
Borrowing, may elect new Interest Periods therefor, all as provided in this
Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Competitive Borrowings,
which may not be converted or continued.

(b) In order to make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of
a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:
<PAGE> 23
19

(i) the Borrowing to which such Interest Election Request applies and,
if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii)
and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing, a CD
Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a CD Borrowing or a Eurodollar
Borrowing, the Interest Period to be applicable thereto after giving
effect to such election, which shall be a period contemplated by the
definition of the term "Interest Period".

If any such Interest Election Request requests a CD Borrowing or Eurodollar
Borrowing but does not specify an Interest Period, then the Borrower shall be
deemed to have selected an Interest Period of 30 days' duration, in the case of
a CD Borrowing, or one month's duration, in the case of a Eurodollar Borrowing.

(d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of
such Lender's portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a CD or Eurodollar Revolving Borrowing prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a CD or Eurodollar
Borrowing and (ii) unless repaid, each CD and Eurodollar Revolving Borrowing
shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.

SECTION 2.07. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date;
provided that the Commitments shall terminate at 3:00 p.m., New York time, on
September 15, 1997, if the Amendment and Restatement Effective Date has not
occurred prior to such time.

(b) Subject to Section 2.09(d), the Borrower may at any time
terminate, or from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans, the sum of the Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans would exceed the
total Commitments.

(c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof.
<PAGE> 24
20

Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable; provided that a notice of termination of the Commitments delivered
by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.

SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
on the Maturity Date, (ii) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Competitive Loan on the last
day of the Interest Period applicable to such Loan.

(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

(c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns)
and in a form approved by the Administrative Agent.

SECTION 2.09. Prepayment of Loans. (a) Subject to Section 2.09(d),
the Borrower shall have the right at any time and from time to time to prepay
any Borrowing in whole or in part.

(b) In the event of any termination of the Commitments, the Borrower
shall prepay all outstanding Borrowings on the date of such termination. In
the event of any reduction of the Commitments, the Borrower shall prepay
outstanding Borrowings to the extent, if any, necessary so that, on the date of
and after giving effect to such reduction, the sum of the Revolving Credit
Exposures and the aggregate principal amount of the outstanding Competitive
Loans does not exceed the total Commitments.

(c) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than
<PAGE> 25
21

11:00 a.m., New York time, three Business Days before the date of prepayment,
(ii) in the case of prepayment of a CD Borrowing, not later than 11:00 a.m.,
New York time, two Business Days before the date of prepayment, (iii) in the
case of prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m.,
New York time, on the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.07, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.07. Promptly following receipt of any such notice relating to a
Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be
in an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.11.

(d) The Borrower shall not have the right to prepay any Competitive
Loan and shall not terminate or reduce the Commitments if such termination or
reduction would require prepayment of any Competitive Loan.

SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Percentage per annum on the daily amount of the
Commitment of such Lender (whether used or unused) during the period from and
including the date hereof to but excluding the date on which such Commitment
terminates; provided that, if such Lender continues to have any Revolving
Credit Exposure after its Commitment terminates, then such facility fee shall
continue to accrue on the daily amount of such Lender's Revolving Credit
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Accrued facility fees shall be payable in arrears on the last day of
March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the
date hereof; provided that any facility fees accruing after the date on which
the Commitments terminate shall be payable on demand. All facility fees shall
be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).

(b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender, ratably in accordance with its respective Commitment,
the upfront fee separately agreed upon between the Borrower and the Lenders.
The upfront fee shall be payable on the Effective Date.

(c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate.
<PAGE> 26
22

(b) The Loans comprising each CD Borrowing shall bear interest at a
rate per annum equal to the Adjusted CD Rate for the Interest Period in effect
for such Borrowing plus the Applicable Percentage from time to time in effect.

(c) The Loans comprising each Eurodollar Borrowing shall bear
interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Percentage from time to
time in effect (or, in the case of a Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Margin offered by the
Lender making such loan and accepted by the Borrower pursuant to Section 2.04).

(d) Each Fixed Rate Loan shall bear interest at a rate per annum
equal to the Fixed Rate applicable to such Loan.

(e) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, the rate
otherwise applicable to such Loan as provided above plus 2% or (ii) in the case
of any other amount, the rate applicable to ABR Loans as provided above plus
2%.

(f) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (e) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment
of an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment, (iii) in the event of any conversion of any
Loan (other than an ABR Revolving Loan) prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion and (d) in the event the Commitments are
terminated, all accrued and unpaid interest on the Loans shall be paid on the
date of such termination.

(g) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted CD Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
manifest error.

SECTION 2.12 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a CD Borrowing or Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do
not exist for ascertaining the Adjusted CD Rate, the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period or, in the case of
a Eurodollar Borrowing, that a Change in Law makes it unlawful for any one
or more of the Lenders to make a Eurodollar Loan; or

(b) the Administrative Agent is advised by the Required Lenders that,
as a result of a Change in Law or other unusual
<PAGE> 27
23

events or conditions affecting the markets in which such Lenders conduct
their funding operations, the Adjusted CD Rate, the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period will be lower than
the actual cost to such Lenders of obtaining the funds necessary to make
or maintain their Loans comprising such Borrowing for such Interest
Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a CD Borrowing or Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a CD or
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR
Borrowing and (iii) any request by the Borrower for a Eurodollar Competitive
Borrowing shall be ineffective; provided that (A) if the circumstances giving
rise to such notice do not affect all the Lenders, then requests by the
Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby and (B) if the circumstances giving rise to such notice
affect only one Type of Borrowings, then the other Type of Borrowings shall be
permitted.

SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender (except any such reserve requirement
reflected in the Adjusted CD Rate or the Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other
condition affecting this Agreement, CD Loans or Eurodollar Loans or Fixed
Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any CD Loan, Eurodollar Loan or Fixed Rate Loan
or to increase the cost to such Lender or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest
or otherwise) by an amount deemed by such Lender to be material, then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

(b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on
such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time the Borrower will pay to such Lender, as the case may be, such
additional amount or amounts as will compensate such Lender or such Lender's
holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section, and setting forth in
reasonable detail the manner in which such amount or
<PAGE> 28
24

amounts shall have been determined, shall be delivered to the Borrower and
shall, if submitted in good faith, be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right
to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than six months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the six-month period referred to above shall
be extended to include the period of retroactive effect thereof.

(e) Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in
respect of any Competitive Loan if the Change in Law that would otherwise
entitle it to such compensation shall have been publicly announced prior to
submission of the Competitive Bid pursuant to which such Loan was made.

SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any CD Loan, Eurodollar Loan or Fixed Rate Loan
other than on the last day of an Interest Period applicable thereto, (b) the
conversion of any CD Loan or Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, prepay
or continue any Revolving Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice is permitted to be revocable
and is revoked in accordance herewith), (d) the failure to borrow any
Competitive Loan after accepting the Competitive Bid to make such Loan, or (e)
the assignment of any CD Loan, Eurodollar Loan or Fixed Rate Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to
such event by payment to such Lender of an amount determined by such Lender to
be equal to the excess, if any, of (i) the amount of interest that such Lender
would pay for a deposit equal to the principal amount of the applicable Loan
for the period from the date of such payment, conversion, failure or assignment
to the last day of the then current Interest Period for such Loan (or, in the
case of a failure to borrow, convert, prepay or continue, the duration of the
Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the
Adjusted LIBO Rate, the Adjusted CD Rate or the Fixed Rate, as the case may be,
in effect (or that would have been in effect) for such Interest Period, over
(ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for dollar deposits at other banks in the London
interbank market at the commencement of such period. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section, and setting forth in reasonable detail the
manner in which such amount or amounts shall have been determined, shall be
delivered to the Borrower and shall, if submitted in good faith, be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.
<PAGE> 29
25

SECTION 2.15. Taxes. (a) Any and all payments by or on account of
any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if
the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) each of the Agents or Lender (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Agents and each Lender within 10
days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) paid by the
Agents or such Lender, as the case may be, and any liability (including
penalties, interest and reasonable expenses) arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, by the Administrative Agent on its own behalf or on
behalf of a Lender, or by the CAF Agent, and setting forth in reasonable detail
the manner in which such amount shall have been determined, shall, if submitted
in good faith, be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by
applicable law, properly completed and executed forms prescribed by applicable
law (together with such other documentation or certification as the Borrower
may reasonably request) that will permit the Borrower to make such payments
without withholding or at a reduced rate.

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or otherwise) prior to 12:00
noon, New York time, on the date when due, in immediately available funds, to
the Administrative Agent at its offices at New York, NY, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. The
Administrative Agent shall distribute any such payments received for the
account of any other Person to the appropriate recipient in the amount owed to
it promptly following receipt thereof. If any payment hereunder shall be due
on a day that is not a Business Day, the date for payment shall be
<PAGE> 30
26

extended to the next succeeding Business Day and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars.

(b) If at any time insufficient funds are received by and available
to the Administrative Agent to fully pay all amounts then due hereunder, such
funds shall be applied to the amounts then due hereunder in such order and
priority as the Administrative Agent may elect; provided that any funds that
the Administrative Agent elects to apply to principal, interest or fees then
due shall be applied ratably to all amounts of principal, interest or fees (as
the case may be) then due.

(c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participation in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; provided that (i) if any
such participations are purchased and all or any portion of the payments giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans to any
assignee or participant other than the Borrower or any Subsidiary or Affiliate
thereof. The Borrower consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a)
If any Lender requests compensation under Section 2.13, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the good
faith judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender in such Lender's good faith judgment. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

(b) If any Lender requests compensation under Section 2.13, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject
<PAGE> 31
27

to the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement (other than any outstanding Competitive Loans
held by it) to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Borrower shall have received the prior written consent of the
Administrative Agent, which consent shall not unreasonably be withheld, (ii)
such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans (other than Competitive Loans, as to which such Lender
will continue to have all of its rights hereunder), accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or
the Borrower (in the case of all other amounts) and (iii) in the case of any
such assignment resulting from a claim for compensation under Section 2.13 or
payments required to be made pursuant to Section 2.15, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

SECTION 2.18 Extension of Maturity Date (a) The Borrower may, by
notice to the Administrative Agent (which shall promptly deliver a copy to each
of the Lenders) given not more than 60 days prior to any anniversary of the
Closing Date while the Commitments remain in effect, request that the Lenders
extend the Maturity Date for an additional one year period (but in no event
beyond the seventh anniversary of the Closing Date) from the Maturity Date then
in effect (the "Existing Maturity Date"). Each Lender shall, by notice to the
Borrower and the Administrative Agent given not later than the 10th Business
Day after the date of the Borrower's notice, advise the Borrower whether or not
such Lender agrees to such extension (and any Lender that does not so advise
the Borrower on or before such day shall be deemed to have advised the Borrower
that it will not agree to such extension).

(b) If (and only if) Lenders holding Commitments that represent at
least 51% of the total Commitments on the 60th day prior to the applicable
anniversary of the Closing Date shall have agreed to extend the Existing
Maturity Date (such Lenders being called the "Continuing Lenders"), then (i)
the Maturity Date shall be extended to the first anniversary of the Existing
Maturity Date (provided, that if such date is not a Business Day, then the
Maturity Date as so extended shall be the next following Business Day), and
(ii) the Commitment of each Lender that is not a Continuing Lender shall
terminate (with the result that the total Commitments will decrease by the
amount of such Commitment), and all Loans of each such Lender shall become due
and payable, together with all interest accrued thereon and all other amounts
owed to such Lender hereunder, on the Existing Maturity Date.

Notwithstanding the foregoing, no extension of the Maturity Date shall
be effective with respect to any Lender unless, on and as of the Existing
Maturity Date, the conditions set forth in paragraphs (b) and (c) of Section
4.02 shall be satisfied (with all references to a Borrowing being deemed to be
references to such extension) and the Administrative Agent shall have received
a certificate to that effect dated the Existing Maturity Date and executed by a
Financial Officer of the Borrower.
<PAGE> 32
28

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is (i) duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is
required and, (ii) possesses all requisite authority and power and material
licenses, permits, franchises (including, without limitation licenses, permits
and franchises issued by the FCC), and valid and subsisting network affiliation
agreements in the case of each Subsidiary that operates a network affiliated
television broadcasting enterprise, to conduct its business as presently
conducted.

SECTION 3.02. Authorization; Enforceability. The Transactions are
within the Borrower's corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agreement has
been duly executed and delivered by the Borrower and constitutes a legal, valid
and binding obligation of the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect, and (ii) routine filings
after the Amendment and Restatement Effective Date with Securities and Exchange
Commission and the FCC made pursuant to the requirements of 47 CFR 73.3613, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Borrower or any Subsidiary or any order
of any Governmental Authority, (c) will not violate or result in a default
under any indenture, or other material agreement or instrument binding upon the
Borrower or any Subsidiary or its assets, or give rise to a right thereunder to
require any material payment to be made by the Borrower or any Subsidiary, and
(d) will not result in the creation or imposition of any Lien other than a
Permitted Lien on any asset of the Borrower or any Subsidiary.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of earnings, shareholders equity and cash flows (i) as of
and for the fiscal year ended December 31, 1996, reported on by Ernst & Young
LLP, independent auditors, and (ii) as of and for the fiscal quarter ended June
30, 1997, certified by a Financial Officer. Such financial statements present
fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its consolidated Subsidiaries as
of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.
<PAGE> 33
29

(b) Since June 30, 1997, there has been no material adverse change in
the business, assets, operations or condition, financial or otherwise, of the
Borrower and its Subsidiaries, taken as a whole.

SECTION 3.05. Properties. (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects in
title or interest that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their
intended purposes.

(b) Each of the Borrower and the Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation, Labor and Environmental Matters. (a) There
are not any actions, suits or proceedings by or before any arbitrator or
Governmental Authority now pending against or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as
to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters, there are no actual or, to the
knowledge of the Borrower, threatened labor controversies, including strikes,
work stoppages, work slow downs or National Labor Relations Board proceedings
affecting the Borrower or its Subsidiaries, that could, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

(c) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, neither the Borrower nor any
Subsidiary (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under
any Environmental Law, (ii) has become subject to any Environmental Liability,
(iii) has received notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any Environmental Liability.

(d) There has been no change in the status of the Disclosed Matters
that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

SECTION 3.08. Certain Legal Matters. (a) Neither the Borrower nor
any Subsidiary is (i) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (ii) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.
<PAGE> 34
30

(b) Neither the Borrower nor any Subsidiary is engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of buying or carrying margin stock, within the meaning of
Regulation U of the Board. Margin stock will at all times constitute less than
25% of the assets of the Borrower individually and the Borrower and the
Subsidiaries on a consolidated basis that are subject to the restrictions of
Section 6.01 and 6.02.

SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has
filed or caused to be filed all tax returns and reports required to have been
filed and paid or caused to be paid all Taxes required to have been paid by it,
except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, shall
have set aside on its books adequate reserves or (b) to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in a Material Adverse Effect. As of the
date hereof, the present value of all accrued benefit liabilities under each
Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87), determined at the most recent annual valuation
date for such Plan, does not exceed by more than $10,000,000 the fair market
value of the assets of such Plan, and the present value of all accrued benefit
liabilities of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87), determined at
the most recent annual valuation dates for such Plans, does not exceed by more
than $10,000,000 the fair market value of the assets of all such underfunded
Plans.

SECTION 3.11. Disclosure. There are no agreements, instruments or
corporate restrictions to which the Borrower or any of its Subsidiaries is
subject, and no other matters known to the Borrower, that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.
None of the reports, financial statements, certificates or other information
furnished by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected and pro forma financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

ARTICLE IV

Conditions

SECTION 4.01. Amendment and Restatement Effective Date. The
obligations of the Lenders to make Loans hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received
from each party hereto either (i) a counterpart of this Agreement signed
on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include
<PAGE> 35
31

telecopy transmission of a signed signature page of this Agreement) that
such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received favorable written
opinions of Michael J. McCarthy, the General Counsel of the Borrower,
Locke Purnell Rain Harrell, counsel for the Borrower, and Wiley, Rein &
Fielding, special regulatory counsel to the Borrower, substantially in the
forms of Exhibits B-1, B-2 and B-3 hereto and covering such other matters
relating to this Agreement and the Transactions as the Required Lenders
shall reasonably request. Each of such opinions shall be addressed to the
Administrative Agent and the Lenders and shall be dated the Amendment and
Restatement Effective Date. The Borrower hereby requests such counsel to
deliver such opinions.

(c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the
Borrower, the authorization of the Transactions and any other legal
matters relating to this Agreement or the Transactions, all in form and
substance satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated
the Amendment and Restatement Effective Date and signed by the President,
a Vice President or a Financial Officer of the Borrower, confirming
compliance with the conditions set forth in paragraphs (b) and (c) of
Section 4.02.

(e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Amendment and Restatement
Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses required to be reimbursed or paid by
the Borrower hereunder.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived) on or prior to September 15, 1997. The Administrative
Agent shall notify the Borrower and the Lenders of the Amendment and
Restatement Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing (but not on the occasion of any
interest election pursuant to Section 2.06 that does not increase the
outstanding principal amount of the Loans of any Lender), is subject to the
satisfaction of the following conditions:

(a) In the case of a Borrowing of Revolving Loans, the Administrative
Agent shall have received a Borrowing Request for such Borrowing in
accordance with Section 2.03; or, in the case of a Borrowing of
Competitive Loans, Borrower shall have accepted the Competitive Bid or
Bids in respect of such Loans in accordance with Section 2.04.

(b) The representations and warranties of the Borrower set forth in
this Agreement shall be true and correct on and as of the date of such
Borrowing.

(c) At the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing.
<PAGE> 36
32

Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to matters specified in paragraphs (b) and
(c) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Borrower,
its audited consolidated balance sheet and related statements of earnings,
stockholders' equity and cash flows as of the end of and for such year,
all reported on by Ernst & Young LLP or other independent public
accountants of recognized national standing (without a "going concern" or
like emphasis paragraph and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition
and results of operations of the Borrower and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP;

(b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its condensed consolidated
balance sheet and related statements of earnings and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, all certified by one of its Financial Officers as presenting
fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP for interim financial
information and with the instructions to Form 10Q and Article 10 of
Regulation S-X (and accordingly, such statements will not include all of
the information and footnotes required by GAAP for complete financial
statements);

(c) concurrently with each delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) setting forth
reasonably detailed calculations demonstrating compliance with Sections
6.05 and 6.06 and (iii) stating whether any change in GAAP or in the
application thereof has occurred since the date of the most recent audited
financial statements referred to in Section 3.04 or delivered pursuant to
this Section 5.01 and, if any such change has occurred, specifying the
effect of such change on the financial statements accompanying such
certificate;

(d) concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on
such financial statements stating whether, in connection with their audit,
anything came to their attention that caused them to believe that the
Borrower had failed to comply with the terms, covenants, provisions or
conditions of Sections 6.05 and 6.06;
<PAGE> 37
33

(e) promptly after the same become publicly available, copies of all
annual and quarterly reports to shareholders, reports to the Securities
and Exchange Commission on Form 10-K, Form 10-Q, Form 8-K or any successor
form, proxy statements and registration statements (other than those
relating only to employee benefit plans) filed or distributed by the
Borrower or any Subsidiary; and

(f) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this
Agreement, as the Administrative Agent or any Lender may reasonably
request.

SECTION 5.02. Notices of Material Events. The Borrower will furnish
to the Administrative Agent prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate
amount exceeding $15,000,000;

(d) the receipt of any notice from the FCC or any other Governmental
Authority of the expiration without renewal, termination or suspension of,
or the institution of any proceedings to terminate or suspend, any main
transmitter license granted by the FCC or any other material license now
or hereafter held by the Borrower or any Subsidiary which is required to
operate any television broadcasting station in compliance with all
applicable laws; and,

(e) any other development that has resulted in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each Subsidiary to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
the business of the Borrower and its Subsidiaries taken as a whole; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.02.

SECTION 5.04. Payment of Obligations. The Borrower will, and will
cause each Subsidiary to, pay its Indebtedness and other obligations, including
tax liabilities, before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on
its books adequate reserves with respect
<PAGE> 38
34

thereto in accordance with GAAP and (c) the failure to make payment pending
such contest could not reasonably be expected to result in a Material Adverse
Effect.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower
will, and will cause each Subsidiary to, (a) keep and maintain all property
material to the conduct of the business of the Borrower and its Subsidiaries
taken as a whole in good working order and condition, ordinary wear and tear
and obsolescence excepted, (b) keep and maintain all licenses, permits,
franchises and major network affiliation agreements (including those with
American Broadcasting Companies, Inc. ("ABC"), National Broadcasting Companies
("NBC"), the Columbia Broadcasting System, Inc. ("CBS"), or Fox Broadcasting
Company ("FOX") necessary for their business except as the loss of the same
could not individually or in the aggregate reasonably be expected to cause a
Material Adverse Effect, it being understood and agreed that a change from one
such major network to another shall not be considered to have such an effect;
and (b) maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or
similar locations.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower
will, and will cause each Subsidiary to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will,
and will cause each Subsidiary to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at reasonable times and as often as shall be
reasonably requested.

SECTION 5.07. Compliance with Laws. The Borrower will, and will
cause each Subsidiary to, comply with all laws (including Environmental Laws),
regulations and orders of any Governmental Authority applicable to it or its
property, except to the extent that failures to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

SECTION 5.08. Use of Proceeds. The Borrower will cause the proceeds
of the Loans to be used only for the purposes referred to in the preamble to
this Agreement. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations G, U and X.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in
full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any
<PAGE> 39
35

Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except that the Borrower and the Subsidiaries may
assign or sell delinquent receivables and rights in respect thereof and may
create, incur, assume or permit to exist (a) Permitted Liens and (b) other
Liens securing obligations in an aggregate amount at any time not greater than
$40,000,000.

SECTION 6.02. Fundamental Changes. (a) The Borrower will not merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of
its assets (whether now owned or hereafter acquired), or liquidate or dissolve,
except that any Subsidiary or other Person may merge into the Borrower if the
Borrower is the surviving corporation and at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing
and the Borrower shall be in compliance with the financial covenants contained
in this Article VI on a pro forma basis with such merger being deemed to have
occurred at the beginning of each relevant period.

(b) The Borrower will not, and will not permit any Subsidiary to,
engage to an extent material to the Borrower and the Subsidiaries on a
consolidated basis in any business other than businesses of the type conducted
by the Borrower and its Subsidiaries on the date hereof and businesses
reasonably related thereto.

SECTION 6.03. Transactions with Affiliates. The Borrower will not,
and will not permit any Subsidiary to, enter into any transaction (including,
without limitation, the purchase or sale of any property or service) with, or
make any payment or transfer to, any of its Affiliates (other than the Borrower
or any Subsidiary) except in the ordinary course of business and upon terms no
less favorable to the Borrower or such Subsidiary than the Borrower or such
Subsidiary could obtain in a comparable arms-length transaction.

SECTION 6.04. Restrictive Agreements. The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make
or repay loans or advances to the Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Borrower or any other Subsidiary, other than (i)
such restrictions in the partnership agreements for TVFN in effect on the date
hereof, (ii) such restrictions on Subsidiaries (other than TVFN) that are
partnerships, joint ventures, limited liability companies or other similar
entities, and in which the aggregate equity investment of the Borrower does not
exceed $20,000,000 and (iii) the BHI Restrictive Agreement as in effect on the
date hereof.

SECTION 6.05. Leverage. The Borrower will not permit (a) the ratio of
Funded Debt to Pro Forma Operating Cash Flow as of the end of and for any
period of four consecutive fiscal quarters ending after the Amendment and
Restatement Effective Date to be greater than 5.5 to 1.0, (b) the ratio of
Funded Debt (excluding Subordinated Debt) to Pro Forma Operating Cash Flow as
of the end of and for any period of four consecutive fiscal quarters ending
after the Amendment and Restatement Effective Date to be greater than 5.0 to
1.0 or (c) Funded Debt of Subsidiaries (other than Funded Debt owed to the
Borrower or any other Subsidiary) to constitute more than 10% of the Funded
Debt that would at any time be permitted to exist under clause (a) of this
Section 6.05.
<PAGE> 40
36

SECTION 6.06. Interest Coverage. The Borrower will not permit the
ratio of Pro Forma Operating Cash Flow to Interest Expense for any period of
four consecutive fiscal quarters ending after the Amendment and Restatement
Effective Date to be less than 2.5 to 1.0.

SECTION 6.07. Investments in TVFN. The Borrower will not, and will
not permit any Subsidiary to, directly or indirectly, make any loans or
advances to, or make any other investment in TVFN during the term of the
Facility in excess of $90,000,000.

ARTICLE VII
Events of Default

If any of the following events ("Events of Default") shall occur:

(a) any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary in or in connection with this Agreement,
or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with this Agreement, shall prove to
have been incorrect in any material respect when so made or deemed made;

(b) the Borrower shall fail to pay any principal of any Loan when and
as the same shall become due and payable, whether at the due date thereof
or at a date fixed for prepayment thereof or otherwise;

(c) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in clause (b) above)
payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of three
Business Days;

(d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02(a), (b) or (e), Section
5.03 (with respect to the Borrower's existence) or in Article VI;

(e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02(c) or (d), and such
failure shall continue unremedied for a period of five Business Days;

(f) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those
specified in clause (b), (c), (d) or (e) above) and such failure shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Borrower;

(g) the Borrower or any Subsidiary shall fail to make any payment of
principal, regardless of amount, in respect of any Material Indebtedness,
when and as the same shall become due and payable;

(h) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity;

(i) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation,
<PAGE> 41
37

reorganization or other relief in respect of the Borrower or any Material
Subsidiary or its debts, or of a substantial part of the property or
assets of the Borrower or a Material Subsidiary, under Title 11 of the
United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar
law or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any
Material Subsidiary or for a substantial part of the property or assets of
the Borrower or any Material Subsidiary; and such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;

(j) the Borrower or any Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under Title 11 of the United States Code,
as now constituted or hereafter amended, or any other Federal, state or
foreign bankruptcy, insolvency, receivership or similar law, (ii) consent
to the institution of, or fail to contest in a timely and appropriate
manner, any proceeding or petition described in clause (i) above, (iii)
apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Borrower or any
Material Subsidiary or for a substantial part of the property or assets of
the Borrower or any Material Subsidiary, (iv) file an answer admitting the
material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the foregoing;

(k) one or more judgments for the payment of money in an amount in
excess of $20,000,000 individually or $35,000,000 (in each case net of
insurance coverage) in the aggregate shall be rendered against the
Borrower, any Subsidiary or any combination thereof (it being understood
that the outstanding adverse declaratory judgment in the Cable L.P. I,
Inc. litigation disclosed in The Providence Journal Company's SEC filings
shall not constitute an Event of Default and that any amount payable in
respect thereof shall not be included in the individual or aggregate
limit) and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or
levy upon any property or assets of the Borrower or any Subsidiary to
enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in a Material
Adverse Effect;

(m) any main transmitter license, permit or authorization issued to
the Borrower or any Subsidiary by the FCC shall be forfeited, revoked or
not renewed, or any proceeding with respect to any such forfeiture or
revocation shall be instituted by the FCC, where such forfeiture,
revocation or non-renewal or such proceeding, as the case may be, shall be
reasonably likely to result in a Material Adverse Effect;

(n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (i) or (j) above), and at any time thereafter during the
continuance of such event, the Administrative
<PAGE> 42
38

Agent, at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other liabilities of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in any event with respect to the Borrower described in clause
(i) or (j) above, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other liabilities of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Agents

Each of the Lenders hereby irrevocably appoints the Agents as its
agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof,
together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

The Agents shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing
(a) the Agents shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, and (b) the
Agents shall not have any duty to take any discretionary action or exercise any
discretionary powers permitted hereunder unless requested to do so in writing
by the Required Lenders. No Agent shall be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders or in
the absence of its own gross negligence or wilful misconduct. In addition, the
Agents shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection
with this Agreement, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection herewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions
set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Agents.

The Agents shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it
<PAGE> 43
39

to be genuine and to have been signed or sent by the proper Person. The Agents
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. Each of the Agents may consult with legal counsel (who may be
counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.

Each of the Agents may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by such
Agent. The Administrative Agent, the CAF Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through
Affiliates or its or its Affiliates' employees. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent, to the Affiliates
of the Administrative Agent, the CAF Agent and any such sub-agent and to the
directors, officers, employees, agents and advisors of the Administrative
Agent, the CAF Agent, any such sub-agent and their respective Affiliates.

Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Required Lenders, with the
consent of the Borrower (which shall not be unreasonably withheld) shall have
the right to appoint a successor Agent. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring Agent may, with the consent of the Borrower (which shall not be
unreasonably withheld), on behalf of the Lenders, appoint a successor Agent
which shall be a bank with an office in The City of New York, having a combined
capital and surplus of at least $500,000,000 or an Affiliate of any such bank.
Upon the acceptance of its appointment as Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. After the Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as Agent.

Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share at the time reimbursement is sought (based on its
Commitment hereunder or, if the Commitments shall have expired or terminated,
based on its portion of the total Revolving Credit Exposures and outstanding
Competitive Loans) of any expenses incurred for the benefit of the Lenders by
the Agent, including counsel fees and compensation of agents and employees paid
for services rendered on behalf of the Lenders, that shall not have been
reimbursed by the Borrower and (b) to indemnify and hold harmless each of the
Agents and any of its directors, officers, employees or agents, on demand, in
the amount of such pro rata share, from and against any and all liabilities,
taxes, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against it in its capacity as Agent or any
of them in any way relating to or arising out of this Agreement or any action
taken or omitted by it or any of them under this Agreement, to the extent the
same shall not have been reimbursed by the Borrower, provided that no Lender
shall be liable to any Agent or any such other indemnified person for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
<PAGE> 44
40

resulted from the gross negligence or wilful misconduct of such Agent or any of
its directors, officers, employees or agents.

Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender
and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

(a) if to the Borrower, to it at 400 South Record Street, Dallas, TX
75202, Attention of the Chief Financial Officer (Telecopy No.
214-977-8209) with a copy to the General Counsel;

(b) if to the Administrative Agent or the CAF Agent, to it at Loan and
Agency Service Group, at One Chase Manhattan Plaza, 8th Floor, New York, New
York 10005, Attention of Chris Consomer (Telecopy No. 212-552-5658);

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, except that notices and communications to the Agents
pursuant to Article II shall be deemed to have been given only when received by
the Agents.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the CAF Agent or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent, the CAF Agent and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given.
<PAGE> 45
41

(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and
the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase or decrease the Commitment of any
Lender (except for a ratable decrease in the Commitments of all the Lenders),
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan, or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
or (iv) change any of the provisions of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required in order to waive, amend or modify any rights
hereunder or grant any consent hereunder, without the written consent of each
Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, hereunder
without the prior written consent of the Administrative Agent.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
agrees to pay (i) all reasonable out-of-pocket expenses incurred by any Agent
and its Affiliates, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Moore, counsel for the Agents, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Agents or any Lender, including the reasonable fees, charges
and disbursements of any counsel for the Agents or any Lender, in connection
with the enforcement or protection of its rights in connection with this
Agreement.

(b) The Borrower agrees to indemnify each of the Agents and each
Lender, each Affiliate of any of them and each of the respective directors,
officers, employees, agents and advisors of the foregoing (each such Person
being called an "Indemnitee") against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance
by the parties hereto of their respective obligations hereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or
(iv) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee (BUT
SHALL BE AVAILABLE TO THE EXTENT THEY ARE DETERMINED TO HAVE RESULTED FROM, IN
WHOLE OR IN PART, THE SIMPLE NEGLIGENCE OF SUCH INDEMNITEE).
<PAGE> 46
42

(c) To the extent permitted by applicable law, the Borrower agrees
not to assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or the use of the proceeds thereof.

(d) All amounts due under this Section shall be payable no later than
10 days after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto and their respective
successors and assigns permitted hereby) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it); provided that (i)
except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower (and, except in the case of an assignment limited to
rights in respect of an outstanding Competitive Loan, the Administrative Agent)
must give their prior written consent to such assignment (which consent shall
not be unreasonably withheld), (ii) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender's Commitment, the amount of the Commitment of
the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $20,000,000, (iii) each
partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender's rights and obligations under this Agreement, except
that this clause shall not apply to rights in respect of outstanding
Competitive Loans, (iv) the Lenders party to each such assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500, and (v) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. Upon acceptance and recording pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, which effective date shall be at least five
Business Days after the execution thereof, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.13, 2.14, 2.15 and 9.03).

(c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders,
<PAGE> 47
43

and the Commitment of, and principal amount of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries
in the Register shall be conclusive, and the Borrower, the Administrative Agent
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b)
above and any written consent to such assignment required by paragraph (b)
above, the Administrative Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Lenders. No assignment shall be
effective unless it has been recorded in the Register as provided in this
paragraph (d).

(e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other
entities ("Participants") in all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Loans owing to it); provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Agents, and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects such
Participant. Subject to paragraph (f) below, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. In connection with any
sale of a participation pursuant to this paragraph, the selling Lender shall
obtain from the Participant an undertaking to be bound by the provisions of
Section 9.12. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with paragraph (b) above shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with this paragraph.

(f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.15(e) as though it were a Lender.
<PAGE> 48
44

(g) Any Lender may at any time assign all or any portion of its
rights under this Agreement to a Federal Reserve Bank to secure extensions of
credit by such Federal Reserve Bank to such Lender; provided that no such
assignment shall release a Lender from any of its obligations hereunder or
substitute any such Federal Reserve Bank for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the Lenders and shall survive the
execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by the Lenders or on their behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect
as long as the principal of or any accrued interest on any Loan or any fee or
any other amount payable under this Agreement is outstanding and unpaid and so
long as the Commitments have not expired or terminated. The provisions of
Sections 2.13, 2.14, 2.15, 9.03 and 9.12 shall survive and remain in full force
and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans or the termination of the Commitments, this
Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement
and any separate letter agreements with respect to fees payable to the Agents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Agents and when the Agents shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.
<PAGE> 49
45

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the CAF Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred
to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

(d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Agents and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such
<PAGE> 50
46

Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, or any Lender on a nonconfidential basis from a
source other than the Borrower. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower or its business including any potential acquisition or proposed
business transaction, other than any such information that is available to the
Agents or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower
after the date hereof (other than information obtained by any Lender in the
course of examining the books or records of the Borrower or any Subsidiary as
permitted by Section 5.06) such information is clearly identified at the time
of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any
Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

A. H. BELO CORPORATION,

by
/s/ Brenda C. Maddox
---------------------------------
Name: Brenda C. Maddox
Title: Vice President/Treasurer
<PAGE> 51
47

THE CHASE MANHATTAN BANK, as
Administrative Agent and as CAF Agent,

by
/s/ Deborah Davey
---------------------------------
Name: Deborah Davey
Title: Vice President

BANK OF AMERICA NT & SA,

by
/s/ Matthew Koenig
---------------------------------
Name: Matthew Koenig
Title: Vice President

BANK OF TOKYO-MITSUBISHI, LTD.,

by
/s/ John M. Mearns
---------------------------------
Name: John M. Mearns
Title: Vice President and Manager

NATIONSBANK OF TEXAS, N.A.,

by
/s/ Todd Shipley
---------------------------------
Name: Todd Shipley
Title: Senior Vice President

TEXAS COMMERCE BANK NATIONAL ASSOCIATION,

by
/s/ Allen King
---------------------------------
Name: Allen King
Title: Vice President

MORGAN GUARANTY TRUST COMPANY,

by
/s/ George J. Stapleton
---------------------------------
Name: George J. Stapleton
Title: Vice President
<PAGE> 52
48

SOCIETE GENERALE,

by
/s/ Richard M. Lewis
---------------------------------
Name: Richard M. Lewis
Title: Vice President

BANKBOSTON, N.A.,

by
/s/ J. M. MacKeen
---------------------------------
Name: J. M. MacKeen
Title: Assistant Vice
President

FLEET BANK,

by
/s/ Vincent J. Rivers
---------------------------------
Name: Vincent J. Rivers
Title: Assistant Vice
President

THE FUJI BANK, LIMITED,

by
/s/ Philip C. Lauinger III
---------------------------------
Name: Philip C Lauinger III
Title: Vice President and
Manager

BANQUE NATIONALE DE PARIS, HOUSTON AGENCY,

by
/s/ Henry F. Setina
---------------------------------
Name: Henry F. Setina
Title: Vice President

MELLON BANK, N.A.,

by
/s/ Lisa M. Pellow
---------------------------------
Name: Lisa M. Pellow
Title: Vice President

THE SAKURA BANK LIMITED, NEW YORK BRANCH,

by
/s/ Yoshihisa Odaka
---------------------------------
Name: Yoshihisa Odaka
Title: Joint General Manager
<PAGE> 53
49

THE TOYO TRUST & BANKING CO.LTD.,

by
/s/ T. Mikumo
---------------------------------
Name: T. Mikumo
Title: Vice President

THE SANWA BANK LIMITED, DALLAS AGENCY,

by
/s/ Eric Reimer
---------------------------------
Name: Eric Reimer
Title: Assistant Vice
President

WACHOVIA BANK OF GEORGIA, N.A.,

by
/s/ Michael G. Fuqua
---------------------------------
Name: Michael G. Fuqua
Title: Vice President

WELLS FARGO BANK (TEXAS), N.A.,

by
/s/ Ken Taylor
---------------------------------
Name: Ken Taylor
Title: Assistant Vice
President

THE DAI-ICHI KANGYO BANK, LTD.,

by
/s/ Seiji Imai
---------------------------------
Name: Seiji Imai
Title: Vice President

FIRST HAWAIIAN BANK,

by
/s/ Bruce E. Helberg
---------------------------------
Name: Bruce E. Helberg
Title: Assistant Vice
President

MICHIGAN NATIONAL BANK,

by
/s/ Stephanie Lubin
---------------------------------
Name: Stephanie Lubin
Title: Relationship Manager

THE NORTHERN TRUST COMPANY,

by
/s/ John E. Burda
---------------------------------
Name: John E. Burda
Title: Second Vice President
<PAGE> 54
50

CRESTAR BANK,

by
/s/ Thomas C. Palmer
---------------------------------
Name: Thomas C. Palmer
Title: Vice President

HIBERNIA NATIONAL BANK,

by
/s/ Troy J. Villafarra
---------------------------------
Name: Troy J. Villafarra
Title: Vice President

SUNTRUST BANK, CENTRAL FLORIDA, N.A.,

by
/s/ Janet P. Sammmons
---------------------------------
Name: Janet P. Sammons
Title: Vice President

WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH,

by
/s/ Kheil McIntyre
---------------------------------
Name: Kheil McIntyre
Title: Vice President

by
/s/ Karen E. Hoplock
---------------------------------
Name: Karen E. Hoplock
Title: Vice President

FIRST UNION NATIONAL BANK OF NORTH
CAROLINA,

by
/s/ Thomas M. Cambern
---------------------------------
Name: Thomas M. Cambern
Title: Vice President

CREDIT AGRICOLE,

by
/s/ Craig Welch
---------------------------------
Name: Craig Welch
Title: First Vice President

U.S. BANK OF WASHINGTON, N.A.,

by
/s/ Thomas G. Gunder
---------------------------------
Name: Thomas G. Gunder
Title: Vice President
<PAGE> 55

EXHIBIT A

[Form of]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Amended and Restated Credit Agreement dated
as of August 29, 1997 (the "Credit Agreement"), among A. H. Belo Corporation, a
Delaware corporation (the "Borrower"), the lenders listed on Schedule 2.01
thereto (the "Lenders"), The Chase Manhattan Bank, as administrative agent for
the Lenders (in such capacity, the "Administrative Agent"), and as Competitive
Advance Facility Agent (the "CAF Agent"). Terms defined in the Credit
Agreement are used herein with the same meanings.

1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the Effective Date set forth below (but not prior
to the registration of the information contained herein in the Register
pursuant to Section 9.04(c) of the Credit Agreement), the interests set forth
below (the "Assigned Interest") in the Assignor's rights and obligations under
the Credit Agreement, including, without limitation, the amounts and
percentages set forth below of (i) the Commitment of the Assignor on the
Effective Date and (ii) the Loans owing to the Assignor which are outstanding
on the Effective Date. Each of the Assignor and the Assignee hereby makes and
agrees to be bound by all the representations, warranties and agreements set
forth in Section 9.04(b) of the Credit Agreement, a copy of which has been
received by each such party. From and after the Effective Date (i) the
Assignee shall be a party to and be bound by the provisions of the Credit
Agreement and, to the extent of the interests assigned by this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under
the Loan Documents and (ii) the Assignor shall, to the extent of the interests
assigned by this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in
Section 2.15(e) of the Credit Agreement, duly completed and executed by such
Assignee, (ii) if the Assignee is not already a Lender under the Credit
Agreement, an Administrative Questionnaire in the form supplied by the
Administrative Agent and (iii) a processing and recordation fee of $3,500.

3. This Assignment and Acceptance shall be governed by and construed
in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):
<PAGE> 56
2

<TABLE>
<CAPTION>
===========================================================================================================
Percentage Assigned of
Applicable Facility/Commitment
(set forth, to at least 8
decimals, as a percentage of
(Principal Amount Assigned and the Facility and the aggregate
Identifying Information as to Commitments of all Lenders
Facility/Commitment individual Competitive Loans thereunder)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Revolving Credit $ %
- -----------------------------------------------------------------------------------------------------------
Competitive Loans $ %
===========================================================================================================
</TABLE>

The terms set forth above are
hereby agreed to: Accepted */

___________________, as Assignor THE CHASE MANHATTAN BANK,
as Administrative Agent

by: by:
------------------------------ -------------------------------
Name: Name:
Title: Title:

___________________, as Assignee

by:
------------------------------
Name:
Title:

<PAGE> 57

EXHIBIT B-1

[Letterhead of]

A. H. BELO CORPORATION

August 29, 1997

The Chase Manhattan Bank
as Administrative Agent
270 Park Avenue
New York, NY 10017

Chase Securities Inc.,
as Arranger
270 Park Avenue
New York, NY 10017

The Lenders from time to time party to the Credit
Agreement referred to below (all of
the Addressees, collectively, the
"Creditors")

Dear Ladies and Gentlemen:

I have acted as General Counsel to A. H. Belo Corporation, a Delaware
corporation (the "Borrower"), in connection with the execution and delivery
today of, and the consummation of the transactions contemplated by, the Amended
and Restated Credit Agreement dated as of August 29, 1997, (the "Credit
Agreement"), among the Borrower, the financial institutions party thereto as
lenders (the "Lenders"), The Chase Manhattan Bank, as administrative agent (in
such capacity, the "Administrative Agent"), and as Competitive Advance Facility
Agent (the "CAF Agent"), Bank of America National Trust and Savings Association
and Bank of Tokyo-Mitsubishi, Ltd., as Co-Syndication Agents, and NationsBank of
Texas, N.A., as Documentation Agent and any promissory notes ("Notes") delivered
in connection with the Credit Agreement. This opinion is delivered pursuant to
Section 4.01(b)of the Credit Agreement. Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.

In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Credit Agreement
and such other records, agreements, instruments and other documents, and have
made such other investigations, as I have deemed necessary for the purpose of
this opinion.

Based upon the foregoing, it is my opinion that:

1. The Borrower and each Subsidiary (a) is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite corporate power and
authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business and
is in good standing in each jurisdiction where such qualification is required,
except where the failure so to qualify could not reasonably be expected to
result in a Material Adverse Effect, and (d) in the case of the Borrower, has
the corporate power and authority to execute, deliver and perform its
obligations under the Credit Agreement and to borrow thereunder.

2. The execution, delivery and performance of the Credit Agreement by
the Borrower and the borrowings thereunder (a) have been duly authorized by all
requisite corporate and, if necessary, stockholder action of the Borrower and
each Subsidiary and (b) will not (i) violate (A) any provision of the
certificate of incorporation or by laws of the Borrower or

<PAGE> 58
2

any Subsidiary, (B) to my knowledge after reasonable inquiry any law, statute,
rule or regulation or any order of any Governmental Authority applicable to the
Borrower or any Subsidiary or their properties or (C) any provision of any
indenture or other material agreement or other material instrument to which the
Borrower or any Subsidiary is a party or by which any of them or any of their
property is or may be bound, (ii) be in conflict with, result in a breach of or
constitute (along or with notice or lapse of time or both) a default under, or
give rise to any right to accelerate or to require the prepayment, repurchase or
redemption of any obligation under any such indenture, agreement or other
instrument or (iii) result in the creating or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by the
Borrower or any Subsidiary.

3. If, contrary to the intent of the parties, the Credit Agreement
were held to be governed by the laws of the State of Texas, the Credit Agreement
would nevertheless constitute a valid and binding agreement of the Borrower,
enforceable in accordance with its terms, except (a) enforcement of the
indemnification and exculpatory provisions of the Credit Agreement may be
limited by applicable securities laws and other laws and public policies, (b)
enforcement of the Credit Agreement may be limited by Debtor Relief Laws and is
subject to equitable principles, and (c) certain provisions of the Credit
Agreement may be limited by, modified or unenforceable under applicable state
and federal laws, regulations, rulings and decisions in addition to those
referenced herein, if any; however, such limitation, modification or
unenforceability should not in my opinion materially diminish or substantially
interfere with the practical realization of benefits intended to be afforded by
the Credit Agreement except for the economic consequences of any procedural
delay which may result therefrom.

4. No action, consent or approval of, registration or filing with or
any other action by any Governmental Authority is or will be required in
connection with the execution, delivery and performance of the Loan Documents by
the Borrower party thereto or the consummation of the Transactions, other than
routine filings with the SEC and FCC or required of public companies and FCC
licensees and such authorizations and approvals as have already been obtained
and are in full force and effect.

5. There are not any actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to our
knowledge, threatened against or affecting the Borrower or any Subsidiary or any
business, property or rights of any such person (i) that involve the Credit
Agreement or the transactions contemplated thereby or (ii) as to which there is
a reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.

6. All shares of capital stock of each Subsidiary have been duly and
validly authorized and issued, are fully paid and non-assessable and, except as
set forth on Schedule 6.01 to the Credit Agreement, are owned by the Borrower,
directly or indirectly, free and clear of all Liens. No authorized but unissued
or treasury shares of capital stock of any Subsidiary are subject to any option,
warrant, right to call or commitment of any kind. Other than the ongoing stock
repurchase program of the Borrower, neither the Borrower nor any Subsidiary is
subject to any obligation (contingent or otherwise) to repurchase or otherwise
acquire or retire any shares of its capital stock or any securities convertible
into or for shares of its capital stock. Neither the Borrower nor any
Subsidiary is a party to any agreement restricting the transfer or voting of any
shares of any capital stock of any Subsidiary.

<PAGE> 59
3

7. Neither the Borrower nor any of the Subsidiaries is an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940.

8. Neither the Borrower nor any of the Subsidiaries is a "holding
company" or a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935.

9. The making of the Loans to the Borrower and the application of the
proceeds thereof by the Borrower pursuant to the terms of the Credit Agreement
will not violate Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System.

I am admitted to practice in the State of Texas. I express no opinion
as to matters under or involving the laws of any jurisdiction other than the
laws of the State of Texas, the General Corporation Law of the State of Delaware
and the Federal Laws of the United States.

This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, and any participant, assignee or successor
to the interests of the Lenders under the Credit Agreement.

Very truly yours,

<PAGE> 60
EXHIBIT B-2

[Letterhead of]

LOCKE PURNELL RAIN HARRELL

August 29, 1997

The Chase Manhattan Bank,
as Administrative Agent
270 Park Avenue
New York, NY 10017

Chase Securities Inc.,
as Arranger
270 Park Avenue
New York, NY 10017

The Lenders from time to time party to the Credit
Agreement referred to below (all of
the Addressees, collectively, the
"Creditors")

Dear Ladies and Gentlemen:

This opinion is being delivered to you pursuant to Section 4.01(b) of
that certain $1,000,000,000 Amended and Restated Credit Agreement dated as of
August 29, 1997 (the "Credit Agreement") among A. H. Belo Corporation, a
Delaware corporation ("Borrower"), the financial institutions who are parties
thereto as Lenders, The Chase Manhattan Bank ("Chase"), as Administrative Agent
and as Competitive Advance Facility Agent, Bank of America National Trust and
Savings Association and Bank of Tokyo-Mitsubishi, Ltd., as Co-Syndication
Agents, and NationsBank of Texas, N.A. ("NationsBank"), as Documentation
Agent. Terms which are defined in the Credit Agreement and which are used but
not defined herein shall have the meanings given them in the Credit Agreement.
We have acted as counsel for Borrower in connection with the transactions
provided for in the Credit Agreement. Please be advised that we are engaged by
Borrower and/or its Subsidiaries from time to time to assist with selected
matters and do not serve as general counsel to any of such entities. Also,
please be advised that we are engaged by Chase, NationsBank and certain other
Lenders (or affiliates of Chase and such other Lenders) from time to time to
assist in selected matters unrelated to the Credit Agreement.

For purposes of this opinion, we have examined originals or copies of
the Credit Agreement and the promissory notes evidencing the Loans (referred to
herein individually as a "Principal Loan Document" and collectively as the
"Principal Loan Documents") and such corporate records of Borrower and such
other documents and matters of law which we have considered necessary for such
purposes. In connection with our examination, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as copies, and the authenticity of the originals of such copies. As to
matters of fact material to this opinion, we have relied, without any
independent investigation or verification upon the accuracy of the
representations, warranties and other statements of fact made in or pursuant to
the Principal Loan Documents.

In rendering the opinions expressed below, we have assumed the
accuracy and validity of the opinions of Borrower's General Counsel expressed
to you by letter of even date herewith, and to the extent

<PAGE> 61
2

relevant to our opinions, have relied upon such opinions without independent
investigation or verification. Furthermore, we have assumed, with respect to
the Credit Agreement, that:

(i) such documents have been duly authorized by, have been duly
executed and delivered by, and constitute legal, valid,
binding and enforceable obligations of, all of the parties to
such documents (other than Borrower);

(ii) all signatories to such documents (other than on behalf of
Borrower) have been duly authorized;

(iii) all of the parties to such documents (other than Borrower) are
duly organized and validly existing and have the power and
authority (corporate or other) to execute, deliver and perform
such documents; and

(iv) no course of dealing, custom or practice between Borrower and
any Agent or Lender shall supersede any provision thereof.

The opinions expressed herein are limited to the laws of the State of
Texas and federal laws of the United States except that we express no opinion
with respect to, and have not taken into account the effect of, (i) the
Communications Act of 1934, as amended, the Telecommunications Act of 1996, as
amended, or the rules, regulations and policies of the FCC or (ii) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer or other similar laws relating to or affecting the rights of creditors
or the obligations of debtors generally ("Debtor Relief Laws"). We call your
attention to the fact that each Principal Loan Document (to the extent provided
therein) provides that it is to be governed by and construed in accordance with
the laws of the State of New York, as to which we have made no independent
examination and express no opinion. With your permission we have assumed that
the laws of the State of New York relevant to the matters addressed in our
opinion are identical to the laws of the State of Texas.

Based upon the foregoing, having due regard for the legal
considerations we deem relevant and subject to the qualifications, assumptions
and exceptions herein set forth, we are of the opinion that the Principal Loan
Documents have been duly executed and delivered by the Borrower and constitute
legal, valid and binding obligations of the Borrower and are enforceable
against the Borrower in accordance with their terms, except (a) enforcement of
the indemnification and exculpatory provisions of the Principal Loan Documents
may be limited by applicable securities laws and other laws and public
policies, (b) enforcement of the Principal Loan Documents may be limited by
Debtor Relief Laws and is subject to equitable principles, and (c) certain
provisions of the Principal Loan Documents may be limited, modified or
unenforceable under applicable state and federal laws, regulations, rulings and
decisions in addition to those referenced herein, if any; however, such
limitation, modification or unenforceability should not in our opinion
materially diminish or substantially interfere with the practical realization
of benefits intended to be afforded by the Principal Loan Documents except for
the economic consequences of any procedural delay which may result therefrom.

<PAGE> 62
3

fees, sums, or benefits, whether direct or indirect, have been charged, paid,
or received or are, or may be payable to or chargeable or receivable by any
Agent or Lender except as expressly mentioned in the Principal Loan Documents,
the Commitment Letter and the fee letter referred to therein; (c) any fees or
charges which have been or may be paid to any Agent or any Lender or to any
other party are, or will be, for services actually rendered, and that such fees
and charges will not exceed just and reasonable compensation for such services
rendered; and (d) any fees paid or to be paid by the Borrower to any Agent or
any Lender and denominated "commitment fees" or the like are in fact commitment
fees and not sums paid for the use, forbearance or detention of money.

The opinions herein expressed are solely for your benefit in
connection with the transactions contemplated by the Credit Agreement, and no
one else is entitled to rely hereon (other than permitted successors and
assigns) without our written consent. No person is entitled to rely hereon to
the extent such person or its counsel shall have any knowledge why any opinion
expressed herein is not accurate in any material respect. We hereby disclaim
any obligation to advise you of any changes in fact or law which might affect
the opinions expressed herein.

Sincerely,

LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)

By:
------------------------------------

<PAGE> 63

EXHIBIT B-3

[Form of Opinion of Wiley, Rein & Fielding-
FCC Counsel for Borrower]

August 29, 1997

The Chase Manhattan Bank
as Administrative Agent
270 Park Avenue
New York, NY, 10017

Chase Securities, Inc.
as Arranger
270 Park Avenue
New York, NY 10017

The Lenders from time to time party to the
Credit Agreement referred to below
(all of the Addressees, collectively, the "Creditors")

Dear Ladies and Gentlemen:

We have acted as special communications counsel to A. H. Belo
Corporation, a Delaware Corporation (the "Borrower"), in connection with the
execution and delivery today of, and the consummation of the transactions
contemplated by, the Amended and Restated Credit Agreement dated as of August
29, 1997, (the "Credit Agreement"), among the Borrower, the financial
institutions party thereto as lenders (the "Lenders") and The Chase Manhattan
Bank, as administrative agent (in such capacity, the "Administrative Agent").
This opinion is delivered pursuant to Section 4.01(b) of the Credit Agreement.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Credit Agreement.

In rendering this opinion, we have examined the Credit Agreement and
such other documents and instruments and such questions of law as we have
deemed necessary for the purpose of rendering the opinion set forth herein.
Additionally, we have relied upon the representations made by the Borrower in
the Credit Agreement, upon the statements of officers and representatives of
the Borrower, and upon records relating to the Borrower and the television
broadcast stations owned and operated by the Borrower and its several
Subsidiaries (the "Stations") that are routinely available for public
inspection at the Federal Communications Commission ("FCC"). We have assumed
the genuineness of all signatures on all original documents, the conformity to
original documents of all copies submitted to us, and the full authorization,
execution, and delivery of all documents by parties responsible therefor. We
also have assumed that the documents and instruments described or referred to
herein fully express the agreements of any party thereto. Finally, we have
assumed the completeness of the public files relating to the Borrower, its
Subsidiaries, and the Stations maintained by the FCC and the accuracy and
authenticity of all documents contained therein.

Whenever our opinion herein with respect to the existence (or absence)
of facts is qualified by the phrase "to the best of our knowledge," it is
intended to indicate that, during the course of our representation of the
Borrower, no information has come to our attention which would give us actual
knowledge of the existence (or absence) of such facts. We have undertaken no
on site inspection whatsoever of any of the Stations and, except as otherwise
specifically stated herein, we have not undertaken any independent
investigation to determine the existence or absence of such facts, and no
inference as to our knowledge of the

<PAGE> 64
2

existence (or absence) of such facts should be drawn from the fact of our
representation of the Borrower.

We are admitted to practice law in the District of Columbia. We
address herein only matters within the jurisdiction of the FCC under the
Communications Act of 1934, as amended, and the rules, regulations and
published orders of the FCC (Collectively, the "Communications Laws")
applicable to the Stations. We express no opinion as to matters arising under
or involving any other laws.

Based upon the subject to the foregoing, it is our opinion that:

1. The Borrower or its Subsidiaries are the respective holders of the
licenses, permits, and authorizations issued by the FCC listed in Attachment A
hereto (the "FCC Licenses"). The FCC Licenses are in full force and effect for
the terms specified in Attachment A and, where applicable, timely renewal
applications have been filed with the FCC with respect to such FCC Licenses.
The FCC Licenses are not subject to any condition, restriction or limitation
materially adverse to the Borrower or the Stations except for conditions,
restrictions or limitations that appear on the faces of the FCC Licenses or
that are set forth in the rules, regulations or policies of the FCC that are
applicable generally to stations of the types, nature, classes, or locations of
the Stations.

2. To the best of our knowledge, no judgment, decree, order or notice
has been issued by the FCC which permits, or after notice or lapse of time or
both, would permit, revocation, nonrenewal, or termination of any of the FCC
Licenses prior to the respective expiration dates thereof, or which results or
would result in any other material impairment of any rights thereunder.

3. Neither the execution and delivery by the Borrower of the Credit
Agreement nor the fulfillment of or compliance with any of the provisions
thereof will (a) result in a violation of the Communications Laws, or (b)
require any authorization, consent, approval, exemption or other action by, or
any notice or filing with, the FCC pursuant to the Communications Laws (other
than routine filings after the date of this opinion with the FCC under Section
73.3613(b)(5) of the FCC's Rules and Regulations).

4. Other than as set forth in Attachment A and except as to any other
matters relating to the television broadcast industry in general, to the best
of our knowledge, no proceeding, claim, lawsuit, investigation or other action
is (a) currently pending before the FCC or (b) threatened in writing and
received by any Station operated by the Borrower or any Subsidiary and not
currently before the FCC, which has a substantial likelihood of resulting in a
Material Adverse Effect.

This opinion is being furnished to you subject to the qualifications
and limitations expressed herein, and has been prepared solely for your
information in connection with the transactions contemplated under the Credit
Agreement. This opinion may not be quoted in whole or in part or otherwise
referred to, or furnished to any governmental agency or other entity or person,
without our written consent. It may not be used or replied upon by any other
person or entity without our written consent, and may be relied upon by you
only with respect to the specific matters which are the subject hereof. The
opinions expressed herein are as of the date hereof, and we specifically
disclaim any obligation to advise you of any changes in the matters addressed
in the foregoing opinion occurring after such date.

Very truly yours,

WILEY, REIN & FIELDING

<PAGE> 65

Schedule 2.01

<TABLE>
<CAPTION>
====================================================================================================
NAME ADDRESS COMMITMENT
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Texas Commerce Bank National 2200 Ross Avenue, 3rd Floor $96,000,000
Association Dallas, TX 75201

Attn: Kevin Kelty
- ----------------------------------------------------------------------------------------------------
Bank of America NT & SA 555 South Flower Street $93,000,000
Los Angeles, CA 90071

Attn: Robert Lagace
- ----------------------------------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi, 2001 Ross Avenue, LB118 $93,000,000
Ltd. Dallas, TX 75201

Attn: John Mearns
- ----------------------------------------------------------------------------------------------------
NationsBank of Texas, N.A. 901 Main Street, 67th Floor $93,000,000
Dallas, TX 75202

Attn: Todd Shipley
- ----------------------------------------------------------------------------------------------------
Fleet Bank One Federal Street MS/OF/DO3D $65,000,000
Boston, MA 02110

Attn: Ms. Paula Lang
- ----------------------------------------------------------------------------------------------------
Morgan Guaranty Trust Company 60 Wall Street $65,000,000
New York, NY 10260

Attn: Adam Silver
- ----------------------------------------------------------------------------------------------------
The Fuji Bank, Limited 1221 McKinney Street $30,000,000
Suite 4100
Houston, TX 77010

Attn: Philip Lauinger
- ----------------------------------------------------------------------------------------------------
Banque Nationale de Paris 717 North Harwood Street $30,000,000
Suite 2630
Dallas, TX 75201

Attn: Henry Setina
- ----------------------------------------------------------------------------------------------------
BankBoston, N.A. 100 Federal Street $30,000,000
Boston, MA 02110

Attn: Sherry Hawkins
- ----------------------------------------------------------------------------------------------------
First Union Bank of North First Union Capital Markets Group $30,000,000
Carolina Charlotte, NC 28288-0735

Attn: Adrienne Musgnug
- ----------------------------------------------------------------------------------------------------
Mellon Bank, N.A. Three Mellon Bank Center $30,000,00
Room 4440
Pittsburgh, PA 15258-0001

Attn: Lisa Pellow
- ----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 66
2

Suntrust Banks Inc. 200 South Orange Avenue,Tower 4 $30,000,000
Orlando, FL 32801

Attn: Kim Evans
- ----------------------------------------------------------------------------------------------------
The Sanwa Bank Limited, 4100W Texas Commerce Tower $30,000,000
Dallas Agency 2200 Ross Avenue
Dallas, TX 75201

Attn: Eric Reimer
- ----------------------------------------------------------------------------------------------------
Credit Agricole 600 Travis Street, Suite 2340 $25,000,000
Houston, TX 77002

Attn: Ken Coulter
- ----------------------------------------------------------------------------------------------------
Dai-Ichi Kangyo 1100 Louisiana, Suite 4940 $25,000,000
Houston, TX 77002

Attn: Kelton Glasscock
- ----------------------------------------------------------------------------------------------------
Hibernia National Bank 313 Carondelet Street $25,000,000
New Orleans, LA 70130

Attn: Troy Villafarra
- ----------------------------------------------------------------------------------------------------
Wachovia Bank of Georgia, 191 Peachtree Street, NE $25,000,000
N.A. Atlanta, GA 30303

Attn: Michael Fugua
- ----------------------------------------------------------------------------------------------------
Wells Fargo Bank (Texas), 1445 Ross Avenue, 3rd Floor $25,000,000
N.A. Dallas, TX 75202

Attn: Ken Taylor
- ----------------------------------------------------------------------------------------------------
Westdeutsche Landesbank 1211 Avenue of the Americas $25,000,000
New York, NY 10036

Attn: Richard Newman
- ----------------------------------------------------------------------------------------------------
Societe Generale 2001 Ross Avenue, Suite 4800 $20,000,000
Dallas, TX 75201

Attn: Chris Speltz
- ----------------------------------------------------------------------------------------------------
The Toyo Trust & Banking Co. 666 Fifth Avenue, 33rd Floor $20,000,000
New York, NY 10103-3395

Attn: Sharon Bonelli
- ----------------------------------------------------------------------------------------------------
The Northern Trust Company 50 South Lasalle Street $20,000,000
Chicago, IL 60675

Attn: Martin Alston
- ----------------------------------------------------------------------------------------------------
Crestar Bank 919 East Main Street, HDQ 1022 $15,000,000
Richmond, VA 23261-6665

Attn: Thomas Palmer
- ----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 67
3

<TABLE>
<CAPTION>
====================================================================================================
NAME ADDRESS COMMITMENT
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
The Sakura Bank, Limited, 3940 Interfirst Plaza $15,000,000
Houston Agency 1100 Louisiana
Houston, TX 77002

Attn: Terrance Martin
- ----------------------------------------------------------------------------------------------------
First Hawaiian Bank 999 Bishop Street $15,000,000
Honolulu, HI 96812

Attn: Bruce Helberg
- ----------------------------------------------------------------------------------------------------
Michigan National Bank 27777 Inkster Road 10-36 $15,000,000
Farmington Hills, MI 48334-9065

Attn: Stephanie Lubin
- ----------------------------------------------------------------------------------------------------
U.S. Bank of Washington, N.A. 1420 Fifth Avenue, WWH276 $15,000,000
Seattle, WA 98101

Attn: Wade Black
====================================================================================================
</TABLE>

<PAGE> 68

Schedule 3.06

Litigation, Labor and Environmental Matters

None.

<PAGE> 69

Schedule 6.01

Liens

The liens created in connection with the $6,400,000 City of Arlington
Industrial Development Corporation Industrial Development Revenue Bonds
(Dallas-Fort Worth Suburban Newspapers Inc. Project) Series 1985.

The liens created in connection with the $10,000,000 Providence
Off-Street Public Parking Corporation Exempt Revenue Bonds (Washington Street
Garage Corporation Project-1991 Series), which were in place at the time the
Borrower acquired the Providence Journal Company.

<PAGE> 70
Schedule 6.05

Subordinated Debt

Subordinated Debt shall mean any debt for borrowed money of the
Borrower or its Subsidiaries expressly subordinate to the Indebtedness of the
Borrower under the Credit Agreement which satisfies the following criteria or
other criteria which may be acceptable to the Required Lenders: (i) such
subordinated debt will not amortize or be subject to any scheduled prepayment,
redemption or repurchase requirement (other than a repurchase requirement
triggered by a change in control or similar event) until after the Maturity
Date; (ii) the financial covenants taken as a whole under any such subordinated
debt will not be more restrictive of the Borrower than those contained in this
Credit Agreement; (iii) the terms of such subordinated debt will not permit
payments to subordinated debt holders when an Event of Default has occurred and
is continuing under this Credit Agreement; and (iv) the subordinated debt
holders' rights will be subordinate to those of the Agents and the Lenders
under the Credit Agreement in the event of bankruptcy and/or liquidation of the
Borrower.

<PAGE> 71
[LOCKE PURNELL RAIN HARRELL LETTERHEAD]

August 29, 1997

The Chase Manhattan Bank,
as Administrative Agent
270 Park Avenue
New York, NY 10017

Chase Securities, Inc.,
as Arranger
270 Park Avenue
New York, New York 10017

The Lenders from time to time party to the
Credit Agreement referred to below (all
of the Addressees, collectively, the "Creditors")

Ladies and Gentlemen:

The opinion is being delivered to you pursuant to Section 4.01(b) of that
certain $1,000,000,000 Amended and Restated Credit Agreement dated as of August
29, 1997 (the "Credit Agreement") among A.H. Belo Corporation, a Delaware
corporation ("Borrower"), the financial institutions who are parties thereto as
Lenders, The Chase Manhattan Bank ("Chase"), as Administrative Agent and as
Competitive Advance Facility Agent, Bank of America National Trust and Savings
Association and Bank of Tokyo-Mitsubishi, Ltd., as Co-Syndication Agents and
NationsBank of Texas, N.A., ("NationsBank"), as Documentation Agent. Terms
which are defined in the Credit Agreement and which are used but not defined
herein shall have the meanings given them in the Credit Agreement. We have
acted as counsel for Borrower in connection with the transactions provided for
in the Credit Agreement. Please be advised that we are engaged by Borrower
and/or its Subsidiaries from time to time to assist with selected matters and
do not serve as general counsel to any of such entities. Also please be
advised that we are engaged by Chase, NationsBank and certain other Lenders (or
affiliates of Chase, NationsBank and such other Lenders) from time to time to
assist with selected matters unrelated to the Credit Agreement.

<PAGE> 72
August 29, 1997
Page 2

For purposes of this opinion, we have examined originals or copies of the
Credit Agreement and any promissory notes evidencing the Loans (referred to
herein individually as a "Principal Loan Document" and collectively as the
"Principal Loan Documents") and such corporate records of Borrower and such
other documents and matters of law which we have considered necessary for such
purposes. In connection with our examination, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as copies, and the authenticity of the originals of such copies. As to
matters of fact material to this opinion, we have relied, without any
independent investigation or verification, upon the accuracy of the
representations, warranties and other statements of fact made in or pursuant to
the Principal Loan Documents.

In rendering the opinions expressed below, we have assumed the accuracy
and validity of the opinions of Borrower's General Counsel expressed to you by
letter of even date herewith, and to the extent relevant to our opinions, have
relied upon such opinions without independent investigation or verification.
Furthermore, we have assumed, with respect to the Principal Loan documents,
that:

(i) such documents have been duly authorized by, have been duly
executed and delivered by, and constitute legal, valid, binding
and enforceable obligations of, all of the parties to such
documents (other than Borrower);

(ii) all signatories to such documents (other than on behalf of
Borrower) have been duly authorized;

(iii) all of the partes to such documents (other than Borrower) are
duly organized and validly existing and have the power and
authority (corporate or other) to execute, deliver and perform
such documents; and

(iv) no course of dealing, custom or practice between Borrower and any
Agent or Lender shall supersede any provision thereof.

The opinions expressed herein are limited to the laws of the State of
Texas and federal laws of the United States except that we express no opinion
with respect to, and have not taken into account the effect of, (i) the
Communications Act of 1934, as amended, the Telecommunications Act of 1996, as
amended, and the rules, regulations and policies of the FCC or (ii) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer or other similar laws relating to or affecting the rights of creditors
or the obligations of debtors generally ("Debtor Relief Laws"). We call your
attention to the fact that each Principal Loan Document (to the extent provided
therein) provides that it is to be governed by and
<PAGE> 73
August 29, 1997
Page 3

construed in accordance with the laws of the State of New York, as to which we
have made no independent examination and express no opinion. With your
permission we have assumed, that the laws of the State of New York relevant to
the matters addressed in our opinion are identical to the laws of the State of
Texas.

Based upon the foregoing, having due regard for the legal considerations
we deem relevant and subject to the qualifications, assumptions and exceptions
herein set forth, we are of the opinion that the Principal Loan Documents have
been duly executed and delivered by the Borrower and constitute legal, valid and
binding obligations of the Borrower and are enforceable against Borrower in
accordance with their terms, except (a) enforcement of the indemnification and
exculpatory provisions of the Principal Loan Documents may be limited by
applicable securities laws and other laws and public policies, (b) enforcement
of the Principal Loan Documents may be limited by Debtor Relief Laws and is
subject to equitable principles, and (c) certain provisions of the Principal
Loan Documents may be limited, modified or unenforceable under applicable state
and federal laws, regulations, rulings and decisions in addition to those
referenced herein, if any; however, such limitation, modification or
unenforceability should not in our opinion materially diminish or substantially
interfere with the practical realization of benefits intended to be afforded by
the Principal Loan Documents except for the economic consequences of any
procedural delay which may result therefrom.

In rendering the opinions expressed herein, we have assumed that (a) every
provision of the Principal Loan Documents limiting the rate and amount of
interest charged thereunder to the maximum amount permitted by applicable law
has been and will continue to be complied with and that each and every usury
savings clause contained in the Principal Loan Documents has been and will
continue to be complied with; (b) no other fees, sums, or benefits, whether
direct or indirect, have been charged, paid, or received or are, or may be
payable to or chargeable or receivable by any Agent or Lender except as
expressly mentioned in the Principal Loan Documents, the Commitment Letter and
the fee letter referred to therein; (c) any fee or charges which have been or
may be paid to any Agent or any Lender or to any other party are, or will be,
for services actually rendered, and that such fees and charges will not exceed
just and reasonable compensation for such services rendered; and (d) any fees
paid or to be paid by the Borrower to any Agent or any Lender and denominated
"commitment fees" or the like are in fact commitment fees and not sums paid for
the use, forbearance or detention of money.

The opinions herein expressed are solely for your benefit in connection
with the transaction contemplated by the Credit Agreement and no one else is
entitled to rely hereon without our written consent. No person is entitled to
rely hereon (other than permitted successors and assigns) to the extent such
person or its counsel shall have any knowledge why any opinion
<PAGE> 74
August 29, 1997
Page 4

expressed herein is not accurate in any material respect. We hereby disclaim
any obligation to advise you of any changes in fact or law which might affect
the opinions expressed herein.

Sincerely,

LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)

By: /s/ GUY KERR
--------------------------
Guy Kerr
<PAGE> 75
[WILEY, REIN & FIELDING LETTERHEAD]

August 29, 1997

The Chase Manhattan Bank
as Administrative Agent
270 Park Avenue
New York, NY 10017

Chase Securities, Inc.
as Arranger
270 Park Avenue
New York, NY 10017

The Lenders from time to time party to the Credit
Agreement referred to below
(all of the Addresses, collectively, the "Creditors)

Dear Ladies and Gentlemen:

We have acted as special communications counsel to A.H. Belo Corporation,
a Delaware Corporation (the "Borrower"), in connection with the execution and
delivery today of, and the consummation of the transactions contemplated by,
the Amended and Restated Credit Agreement dated as of August 29, 1997, (the
"Credit Agreement"), among the Borrower, the financial institutions party
thereto as lenders (the "Lenders") and The Chase Manhattan Bank, as
administrative agent (in such capacity, the "Administrative Agent"). This
opinion is delivered pursuant to Section 4.01(b) of the Credit Agreement.
Capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Credit Agreement.

<PAGE> 76
August 29, 1997
Page 2

parties responsible therefor. We also have assumed that the documents and
instruments described or referred to herein fully express the agreements of
any party thereto. Finally, we have assumed the completeness of the public
files relating to the Borrower, its Subsidiaries, and the Stations maintained by
the FCC and the accuracy and authenticity of all documents contained therein.

Whenever our opinion, herein with respect to the existence (or absence) of
facts is qualified by the phrase "to the best of our knowledge," it is intended
to indicate that, during the course of our representation of the Borrower, no
information has come to our attention which would give us actual knowledge of
the existence (or absence) of such facts. We have undertaken no on-site
inspection whatsoever of any of the Stations and, except as otherwise
specifically stated herein, we have not undertaken any independent
investigation to determine the existence or absence of such facts, and no
inference as to our knowledge of the existence (or absence) of such facts
should be drawn from the fact of our representation of the Borrower.

We are admitted to practice law in the District of Columbia. We address
herein only matters within the jurisdiction of the FCC under the
Communications Act of 1934, as amended, and the rules, regulations and
published orders of the FCC (collectively, the "Communications Laws") applicable
to the Stations. We express no opinion as to matters arising under or
involving any other laws.

Based upon and subject to the foregoing, it is our opinion that:

1. The Borrower or its Subsidiaries are the respective holders of the
licenses, permits, and authorizations issued by the FCC listed in Attachment A
hereto (the "FCC Licenses"). The FCC Licenses are currently in effect with
expiration dates as specified in Attachment A and, where applicable, timely
renewal applications have been filed with the FCC with respect to such FCC
Licenses. To the best of our knowledge, the FCC Licenses are not subject to
any FCC-imposed condition, restriction or limitation materially adverse to the
Borrower or the Stations except for conditions, restrictions or limitations
that appear on the faces of the FCC Licenses or that are set forth in the
Communications Laws that are applicable generally to stations of the types,
nature, classes, or locations of the Stations.

2. To the best of our knowledge, no judgment, decree, order or notice
has been issued by the FCC which provides for, or after notice or lapse of time
or both, would result in, revocation, nonrenewal, or termination of any of the
FCC Licenses prior to the respective expiration dates thereof, or which results
or would result in any other material impairment of any rights thereunder.

3. Neither the execution and delivery by the Borrower of the Credit
Agreement nor the fulfillment of or compliance with any of the provisions
thereof will (a) result in a

<PAGE> 77
August 29, 1997
Page 3

violation of the Communications Laws, or (b) require any authorization,
consent, approval, exemption or other action by, or any notice or filing with,
the FCC pursuant to the Communications Laws (other than routine filings after
the date of this opinion with the FCC under Section 73.3613(b)(5) of the FCC's
Rules and Regulations), provided, however, that any action that would result in
the assignment or transfer of control of any of the FCC Licenses would require
the prior approval of the FCC.

4. Other than as set forth in Attachment A and except as to any other
matters relating to the television broadcast industry in general, to the best of
our knowledge, no proceeding, claim, lawsuit, investigation or other action is
currently pending or threatened before the FCC which has a substantial
likelihood of resulting in a Material Adverse Effect.

This opinion is being furnished to you subject to the qualifications and
limitations expressed herein, and has been prepared solely for your information
in connection with the transactions contemplated under the Credit Agreement.
This opinion may not be quoted in whole or in part or otherwise referred to, or
furnished to any governmental agency or other entity or person, without our
written consent. It may not be used or relied upon by any other person or
entity without our written consent, and may be relied upon by you only with
respect to the specific matters which are the subject hereof. The opinions
expressed herein are as of the date hereof, and we specifically disclaim any
obligation to advise you of any changes in the matters addressed in the
foregoing opinion occurring after such date.

Very truly yours,

/s/ WILEY, REIN & FIELDING
---------------------------
WILEY, REIN & FIELDING
<PAGE> 78
ATTACHMENT A

A.H. BELO CORPORATION; SCHEDULE OF FCC LICENSES

August 29, 1997

I. KHOU-TV, INC.

A. TELEVISION BROADCAST STATION, KHOU-TV, CHANNEL 11, HOUSTON, TX
(EXPIRING 8/1/98)

II. KOTV, INC.

A. TELEVISION BROADCAST STATION, KOTV (TV), CHANNEL 6, TULSA, OK
(EXPIRING 6/1/98)

III. GREAT WESTERN BROADCASTING CORP.

A. TELEVISION BROADCAST STATION, KXTV (TV), CHANNEL 10, SACRAMENTO,
CA (EXPIRING 12/1/98)

IV. WFAA-TV, INC.

A. TELEVISION BROADCAST STATION, WFAA-TV, CHANNEL 8, DALLAS, TX
(EXPIRING 8/1/98)

V. WVEC TELEVISION, INC.

A. TELEVISION BROADCAST STATION, WVEC-TV, CHANNEL 13, NORFOLK-
PORTSMOUTH, VA (EXPIRING 10/1/2004)

<PAGE> 79
2

VI. WWL-TV, INC

A. TELEVISION BROADCAST STATION, WWL-TV, CHANNEL 4, NEW ORLEANS, LA
(EXPIRING 6/1/2005)

VII. KMSB-TV, INC.

A. TELEVISION BROADCAST STATION, KMSB-TV, CHANNEL 11, TUCSON, AZ
(EXPIRING 10/1/98)

B. TELEVISION TRANSLATORS/LOW POWER TV STATIONS USED WITH KMSB-TV

K23CD, Tucson, AZ (expiring 12/1/97)(renewal application to be filed)

VIII. WCNC-TV, INC.

A. TELEVISION BROADCAST STATION, WCNC-TV, CHANNEL 36, CHARLOTTE, NC
(EXPIRING 12/1/2004)

B. TELEVISION TRANSLATORS/LOW POWER TV STATIONS USED WITH WCNC-TV

W24AY, Lilesville/Wadesboro, NC (expiring 12/1/2004)
W29BC, Biscoe, NC (expiring 12/1/2004)

IX. BELO KENTUCKY, INC.

A. TELEVISION BROADCAST STATION, WHAS-TV, CHANNEL 11, LOUISVILLE, KY
(EXPIRING 8/1/2005)

X. KASA-TV, INC.

A. TELEVISION BROADCAST STATION, KASA-TV, CHANNEL 2, SANTA FE, NM
(EXPIRING 10/1/98)

B. TELEVISION TRANSLATORS/LOW POWER TV STATIONS USED WITH KASA-TV

K12OG, Taos, NM (expiring 10/1/98)
K18CX, Tohatchi, NM (expiring 10/1/98)

<PAGE> 80
3

K20FB, Grants, NM (expiring 10/1/98)
K22EU, Montoya/Newkirk, NM (expiring 10/1/98)
K25DI, Silver City, MN (expiring 10/1/98; CP for modification
expiring 8/25/98)
K31BX, Carlsbad, NM (expiring 10/1/98; CP for modification expiring
8/25/98)
K31DR, Caballo, NM (expiring 10/1/98)
K39AH, Durango, CO (expiring 4/1/98)
K40DI, Raton, NM (expiring 10/1/98)
K45CU, Shiprock, NM (expiring 10/1/98)
K48EH, Tucumcari, NM (expiring 10/1/98)
K55AC, Capitan/Ruidoso, NM (expiring 10/1/98)
K55DW, Farmington, NM (expiring 10/1/98)
K56CZ, Roswell, NM (expiring 10/1/98; CP for modification expiring
8/25/98)
K60EH, Deming, NM (expiring 10/1/98)
K64FB, Portales, NM (expiring 10/1/98; CP for modification expiring
8/25/98)
K39EJ, Espanola, NM (expiring 10/1/98)
K40ET, Artesia, NM (new) (CP expiring 8/18/97; application for
extension filed 8/5/97)

XI. KING BROADCASTING COMPANY

A. TELEVISION BROADCAST STATION, KING-TV, CHANNEL 5, SEATTLE, WA
(EXPIRING 2/1/99)

B. TELEVISION BROADCAST STATION, KGW(TV), CHANNEL 8, PORTLAND, OR
(EXPIRING 2/1/99)

C. TELEVISION TRANSLATORS/LOW POWER TV STATIONS USED WITH KGW(TV)
(ALL EXPIRING 2/1/99)

K08KN, Prineville
K26AY, Corvallis/Albany, OR
K29AZ, Newport, OR
K40EG, Tillamook, OR
K46AK, Prineville/Redmond, OR
K59EK, The Dalles, OR

<PAGE> 81
4

K60BQ, Terrebonne, OR
K69BR, Grays River/Lebam, WA

D. TELEVISION BROADCAST STATION, KREM-TV, CHANNEL 2, SPOKANE, WA
(EXPIRING 2/1/99)

E. TELEVISION TRANSLATORS/LOW POWER TV STATIONS USED WITH KREM-TV

K31CS, Channel 31, Coeur d'Alene/Post Falls, ID (expiring 2/1/99)
K45AC, Channel 45, Wenatchee, WA (expiring 2/1/99)

F. TELEVISION BROADCAST STATIONS, KTVB(TV), CHANNEL 7, BOISE, ID
(EXPIRING 10/1/98)

G. TELEVISION TRANSLATORS/LOW POWER TV STATIONS USED WITH KTVB(TV)
(ALL EXPIRING 10/1/98)

KTFT-LP, Twin Falls, ID
K05DC, Cambridge, ID
K05DD, Glenns Ferry, ID
K13GO, Cascade, ID
K13SL, Huntington, OR
K13SO, McCall & New Meadows, ID

H. TELEVISION BROADCAST STATION, KHNL(TV), CHANNEL 13, HONOLULU, HI
(EXPIRING 2/1/99)

I. SATELLITE STATIONS REBROADCASTING SIGNAL OF KHNL(TV)

KHBC-TV, Channel 2, Hilo, HI (expiring 2/1/99)
KOGG(TV), Channel 15, Wailuku, HI (expiring 2/1/99)

J. TELEVISION TRANSLATORS/LOW POWER TV STATIONS USED WITH KHNL(TV)

K65BV, Lihue, HI (expiring 2/1/99)

<PAGE> 82
5

XII. KMOV-TV, INC.

A. TELEVISION BROADCAST STATION, KMOV(TV), CHANNEL 4, ST. LOUIS, MO
(EXPIRING 2/1/98; APPLICATION FOR RENEWAL TO BE FILED 10/1/97).

XIII. HENDERSON GLEANDER, INC.

A. AM BROADCAST STATION, WFKN, 1220 KHZ, FRANKLIN, KY
(EXPIRING 8/1/2004).

<PAGE> 83
PAGE 1

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

--------------------

I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY

CERTIFY "A. H. BELO CORPORATION" IS DULY INCORPORATED UNDER THE LAWS OF THE

STATE OF DELAWARE AND IS IN GOOD STANDING AND HAS A LEGAL CORPORATE EXISTENCE

SO FAR AS THE RECORDS OF THIS OFFICE SHOW, AS OF THE NINETEENTH DAY OF AUGUST,

A.D. 1997.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE BEEN FILED TO

DATE.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE BEEN PAID TO

DATE.

/s/ EDWARD J. FREEL
[SECRETARY OF STATE LOGO] --------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE

2118947 8300 AUTHENTICATION: 8612803

971277298 DATE: 08/19/97

<PAGE> 84
[THE STATE OF TEXAS LOGO]

THE STATE OF TEXAS

SECRETARY OF STATE

IT IS HEREBY CERTIFIED, THAT

A. H. BELO CORPORATION
CERTIFICATE OF AUTHORITY NO. 72865-06

A DELAWARE CORPORATION, WAS ISSUED A CERTIFICATE OF AUTHORITY TO

DO BUSINESS IN THE STATE OF TEXAS ON

MAY 13, 1987;

THAT SO FAR AS IS SHOWN BY THE RECORDS OF THIS DEPARTMENT, NO CERTIFICATE

OF WITHDRAWL HAS BEEN ISSUED.

IN TESTIMONY WHEREOF, I HAVE HEREUNTO
SIGNED MY NAME OFFICIALLY AND CAUSED
TO BE IMPRESSED HEREON THE SEAL OF
STATE AT MY OFFICE IN THE CITY OF
AUSTIN, ON AUGUST 19, 1997

[THE STATE OF TEXAS SEAL]

/s/ ANTONIO O. GARZA, JR.
-----------------------------------
ANTONIO O. GARZA, JR.
SECRETARY OF STATE DAE

<PAGE> 1

Exhibit 12

A. H. BELO CORPORATION
Computation of Ratio of Earnings to Fixed Charges
(dollars in thousands)

<TABLE>
<CAPTION>
Year Ended December 31, Nine Months ended September 30,
------------------------------------------------------------ ---------------------
1992 1993 1994 1995 1996 1996 1997
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Earnings before income taxes
and the cumulative effect
of accounting changes $ 61,573 $ 75,578 $107,897 $111,014 $144,040 $ 95,249 $111,650
Add: Total fixed charges 26,597 18,792 17,294 32,089 29,009 21,290 65,833
Less: Interest capitalized 395 1,961 138 957 255 96 432
-------- -------- -------- -------- -------- -------- --------
Adjusted earnings $ 87,775 $ 92,409 $125,053 $142,146 $172,794 $116,443 $177,051
======== ======== ======== ======== ======== ======== ========

Fixed Charges:
Interest $ 24,554 $ 16,976 $ 16,250 $ 30,944 $ 27,898 $ 20,627 $ 63,656
Portion of rental expense
representative of the
interest factor (1) 2,043 1,816 1,044 1,145 1,111 663 2,177
-------- -------- -------- -------- -------- -------- --------
Total fixed charges $ 26,597 $ 18,792 $ 17,294 $ 32,089 $ 29,009 $ 21,290 $ 65,833
======== ======== ======== ======== ======== ======== ========

Ratio of Earnings to Fixed Charges 3.30 x 4.92 x 7.23 x 4.43 X 5.96 x 5.47 x 2.69 x
======== ======== ======== ======== ======== ======== ========
</TABLE>

- ------------------------------

(1) For purposes of calculating fixed charges, an interest factor of one third
was applied to total rent expense for the period indicated.

<ARTICLE> 5
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 23,084
<SECURITIES> 0
<RECEIVABLES> 202,738
<ALLOWANCES> (8,914)
<INVENTORY> 21,500
<CURRENT-ASSETS> 297,101
<PP&E> 917,339
<DEPRECIATION> (316,085)
<TOTAL-ASSETS> 3,561,221
<CURRENT-LIABILITIES> 169,660
<BONDS> 1,591,496
0
0
<COMMON> 117,497
<OTHER-SE> 1,181,238
<TOTAL-LIABILITY-AND-EQUITY> 3,561,221
<SALES> 0
<TOTAL-REVENUES> 883,575
<CGS> 0
<TOTAL-COSTS> 616,693
<OTHER-EXPENSES> 96,609
<LOSS-PROVISION> 7,256
<INTEREST-EXPENSE> 63,224
<INCOME-PRETAX> 111,650
<INCOME-TAX> 52,752
<INCOME-CONTINUING> 58,898
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 58,898
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.03

</TABLE>

<PAGE> 1

Exhibit 99

A. H. Belo Corporation
Unaudited Pro Forma Combined Condensed Statement of Earnings
Nine Months Ended September 30, 1997
(in thousands)

<TABLE>
<CAPTION>
Historical
----------------------------------------------------------------------
Providence
A. H. Belo Journal Less: Add:
Corporation Company TVFN KENS
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Operating Revenues
Broadcasting $ 377,153 $ 28,421 $ -- $ 19,670
Newspaper Publishing 491,495 19,590 -- --
Other 14,927 4,351 (9,480) --
------------- ------------- ------------- -------------
Total Net Operating Revenues 883,575 52,362 (9,480) 19,670

Operating Costs and Expenses 616,693 56,324 (18,527) 10,679
Depreciation 52,837 6,289 (753) 759
Amortization 43,772 3,080 (1,234) --
------------- ------------- ------------- -------------
Earnings (Loss) From Operations 170,273 (13,331) 11,034 8,232

Interest Expense (63,224) (2,700) 46 --
Other, Net 4,601 13,946 (771) --
------------- ------------- ------------- -------------
Earnings (Loss) Before Income Taxes 111,650 (2,085) 10,309 8,232
Income Taxes 52,752 (509) 3,993 3,252
------------- ------------- ------------- -------------
Net Earnings (Loss) $ 58,898 $ (1,576) $ 6,316 $ 4,980
============= ============= ============= =============
Net Earnings Per Share (j): $ 1.03
=============
Weighted Average Shares Outstanding 57,329
=============
</TABLE>

<TABLE>
<CAPTION>
Pro Forma
----------------------------------------------------------------------
Elimination of PJC TVFN/KENS
AHN (a) Adjustments Adjustments Combined
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Operating Revenues
Broadcasting $ -- $ -- $ -- $ 425,244
Newspaper Publishing -- -- -- 511,085
Other (297) -- -- 9,501
------------- ------------- ------------- -------------
Total Net Operating Revenues (297) -- -- 945,830

Operating Costs and Expenses (8,069) -- -- 657,100
Depreciation (305) 946 b -- 59,773
Amortization -- 4,773 c 4,270 f 54,661
------------- ------------- ------------- -------------
Earnings (Loss) From Operations 8,077 (5,719) (4,270) 174,296

Interest Expense -- (6,054) d (3,488) g (75,420)
Other, Net (2,454) -- 1,273 h 16,595
------------- ------------- ------------- -------------
Earnings (Loss) Before Income Taxes 5,623 (11,773) (6,485) 115,471
Income Taxes -- (3,226) e (2,504) i 53,758
------------- ------------- ------------- -------------
Net Earnings (Loss) $ 5,623 $ (8,547) $ (3,981) $ 61,713
============= ============= ============= =============
Net Earnings Per Share (j): $ 0.98
=============
Weighted Average Shares Outstanding 62,817
=============
</TABLE>

See Notes to Pro Forma Combined Condensed Statements of Earnings

<PAGE> 2

A. H. Belo Corporation
Unaudited Pro Forma Combined Condensed Statement of Earnings
Nine Months Ended September 30, 1996
(in thousands)

<TABLE>
<CAPTION>
Historical
----------------------------------------------------------------------------
Providence
A. H. Belo Journal Less: Add:
Corporation Company TVFN KENS
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Operating Revenues
Broadcasting $ 240,795 $ 149,819 $ -- $ 18,825
Newspaper Publishing 359,128 95,176 -- --
Other 2,287 9,412 (9,361) --
------------- ------------- ------------- -------------
Total Net Operating Revenues 602,210 254,407 (9,361) 18,825

Operating Costs and Expenses 442,768 236,849 (21,050) 10,334
Depreciation 34,216 18,441 (1,063) 780
Amortization 14,827 13,688 (1,851) --
------------- ------------- ------------- -------------
Earnings (Loss) From Operations 110,399 (14,571) 14,603 7,711

Interest Expense (20,531) (15,246) -- --
Other, Net 5,381 11,186 (1,334) --
------------- ------------- ------------- -------------
Earnings (Loss) Before Income Taxes 95,249 (18,631) 13,269 7,711
Income Taxes 38,103 1,969 5,024 3,046
------------- ------------- ------------- -------------
Net Earnings (Loss) $ 57,146 $ (20,600) $ 8,245 $ 4,665
============= ============= ============= =============
Net Earnings Per Share (j): $ 1.36
=============
Weighted Average Shares Outstanding 42,142
=============
</TABLE>

<TABLE>
<CAPTION>
Pro Forma
----------------------------------------------------------------------------
Elimination of PJC TVFN/KENS
AHN (a) Adjustments Adjustments Combined
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net Operating Revenues
Broadcasting $ -- $ -- $ -- $ 409,439
Newspaper Publishing -- -- -- 454,304
Other (196) 4,167 k -- 6,309
------------- ------------- ------------- -------------
Total Net Operating Revenues (196) 4,167 -- 870,052

Operating Costs and Expenses (16,958) 8,925 k -- 660,868
Depreciation (931) 4,711 b,k -- 56,154
Amortization -- 21,943 c,k 4,270 f 52,877
------------- ------------- ------------- -------------
Earnings (Loss) From Operations 17,693 (31,412) (4,270) 100,153

Interest Expense 45 (25,541) d,k (3,263) g (64,536)
Other, Net (4,676) 3,288 k (4,225) h 9,620
------------- ------------- ------------- -------------
Earnings (Loss) Before Income Taxes 13,062 (53,665) (11,758) 45,237
Income Taxes -- (11,410) e (4,666) i 32,066
------------- ------------- ------------- -------------
Net Earnings (Loss) $ 13,062 $ (42,255) $ (7,092) $ 13,171
============= ============= ============= =============
Net Earnings Per Share (j): $ 0.20
=============
Weighted Average Shares Outstanding 67,537
=============
</TABLE>

See Notes to Pro Forma Combined Condensed Statements of Earnings

<PAGE> 3

A. H. Belo Corporation
Notes to Unaudited Pro Forma Combined
Condensed Statements of Earnings

NOTE 1: GENERAL

The pro forma combined condensed statements of earnings reflect the acquisition
of The Providence Journal Company and other significant acquisitions and
dispositions occurring during the period, as follows:

(i) Issuance of 25,395,000 shares of A. H. Belo Corporation (the "Company"
or "Belo") Series A Common Stock at a price of $34.275 per share and
the payment of $587,096,000 in cash to acquire all of the issued and
outstanding shares of The Providence Journal Company ("PJC") effective
February 28, 1997;

(ii) Exclusion of the operations of America's Health Network ("AHN"). The
Company's interest in AHN was terminated effective July 31, 1997;

(iii) In 1996, acquisition by PJC for controlling interest in Television Food
Network ("TVFN") prior to execution of the PJC acquisition agreement;

(iv) Purchase of KENS-TV in exchange for Belo's interest in TVFN and $75
million in cash.

NOTE 2: UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF EARNINGS

Pro forma adjustments giving effect to the PJC acquisition and the TVFN/KENS
exchange in the unaudited pro forma combined condensed statements of earnings
reflect the following:

(a) Elimination of the results of operations of AHN. See Note 1 (ii).

(b) Depreciation of the step-up in basis to the fair market value for fixed
assets acquired.

(c) Amortization of the excess of the purchase price over net tangible
assets acquired, on a straight-line basis over 40 years, except for
certain amounts attributable to newspaper subscriber lists, which are
being amortized over 18 years. This adjustment is net of the
elimination of the PJC historical amortization of excess acquisition
costs over the values assigned to net tangible assets acquired in prior
acquisitions.

(d) Increase in interest expense resulting from net borrowings incurred to
finance a portion of the purchase price. The interest rate on
borrowings is assumed to be 6.1% and 5.8% for 1997 and 1996,
respectively, which is based on Belo's weighted average borrowing rates
during the periods.

(e) Income tax effect of pro forma adjustments.

(f) Amortization of the excess of the KENS purchase price over net tangible
assets acquired, on a straight-line basis over 40 years.

(g) Increase in interest expense resulting from net borrowings incurred to
finance the cash portion of the KENS purchase price. The interest rate
on borrowings is assumed to be 6.2% and 5.8% for 1997 and 1996,
respectively, which is based on Belo's weighted average borrowing rates
during the periods.

(h) Reversal of TVFN minority interest included in the consolidated
results.

<PAGE> 4

(i) Income tax effect of pro forma adjustments.

(j) Earnings per share based upon the weighted average number of shares of
Belo common and common equivalent shares outstanding, including
25,395,000 shares of Series A Common Stock issued in connection with
the acquisition, as if they had been issued at the beginning of the
year.

(k) To reflect the pro forma effect of PJC increasing its investment and
obtaining a controlling interest in TVFN as if the transaction had been
effected as of the beginning of 1996.