Supplement No. 2 to Amended and Restated Rights Agreement between A. H. Belo Corporation and Bank of Boston

Summary

This agreement is a supplement to the existing Rights Agreement between A. H. Belo Corporation and Bank of Boston, acting as Rights Agent. It amends the terms of the Rights Agreement in connection with a two-for-one stock split, adjusting the rights attached to shares and the redemption price per right. The changes take effect as of June 5, 1998, and are intended to reflect the new share structure following the stock dividend distribution.

EX-4.6 5 d84902ex4-6.txt SUPPLEMENT NO. 2 TO AMENDED/RESTATED RIGHTS AGRMNT 1 EXHIBIT 4.6 SUPPLEMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT This Supplement No. 2 to the Amended and Restated Rights Agreement (the "Rights Agreement") dated as of March 10, 1986, as amended and restated as of February 28, 1996, as amended by Supplement No. 1 dated as of November 11, 1996, between A. H. Belo Corporation, a Delaware corporation (the "Company"), and Chemical Mellon Shareholder Services, L.L.C ("Chemical Mellon"), is made and entered into by and between the Company and The First National Bank of Boston ("Bank of Boston"), as successor to Chemical Mellon as Rights Agent. RECITALS WHEREAS, the Board of Directors of Belo has declared a two-for-one stock split in the form of a stock dividend on all outstanding shares of its Common Stock, pursuant to which, on or about June 5, 1998 it will distribute one share of its Series A Common Stock for each share of Series A Common Stock held as of May 22, 1998 and one share of its Series B Common Stock for each of Series B Common Stock held as of May 22, 1998 (the "Distribution"); and WHEREAS, in connection with the Distribution, Belo and Bank of Boston desire to amend the Rights Agreement pursuant to Section 27 of the Rights Agreement; NOW THEREFORE, the parties hereto agree to amend the Rights Agreement as follows: "Pursuant to the provisions of Section 11(n), as a result of the Distribution (i) each Right shall entitle the holder thereof to purchase one two-hundredth of a Preferred Share, rather than one one-hundredth, at an exercise price of $75 per one two-hundredth of a Preferred Share, and (ii) the redemption price of $.01 per Right set forth in Section 23 is hereby adjusted to $.005 per Right." 2 IN WITNESS WHEREOF, the parties hereto have caused this Supplement No. 2 to be duly executed and attested effective as of the 5th day of June, 1998. A. H. BELO CORPORATION ATTEST: /s/ MICHAEL J. MCCARTHY By: /s/ MARIAN SPITZBERG - -------------------------- ------------------------------ Name: Michael J. McCarthy Name: Marian Spitzberg --------------------- ----------------------------- Title: Secretary Title: Vice President -------------------- ---------------------------- BANK BOSTON, N.A. ATTEST /s/ ANGELA DRAY By: /s/ TYLER HAYNES - ------------------------- ------------------------------ Name: Angela Dray Name: Tyler Haynes -------------------- ----------------------------- Title: Account Manager Title: Director, Client Services ------------------ --------------------------- 2