Exhibit 10.17a
FIRST AMENDMENT
TO
AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT
OF
TMCT II, LLC
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF
TMCT II, LLC (this "First Amendment"), is made and entered into as of the 14th
day of August, 2000, by and among Tribune Company, a Delaware corporation,
("Tribune"), Chandler Trust No. 1 and Chandler Trust No. 2 (collectively, the
"Chandler Trusts").
W I T N E S S E T H:
WHEREAS, The Times Mirror Company ("TMC"), the Chandler Trusts, Eagle New
Media Investments, LLC, a Delaware limited liability company, Eagle Publishing
Investments, LLC, a Delaware limited liability company, Fortification Holdings
Corporation, a Delaware corporation, and Wick Holdings Corporation, a Delaware
corporation, entered into the Amended and Restated Limited Liability Company of
TMCT II, LLC dated as of September 3, 1999 (the "Operating Agreement");
WHEREAS, Tribune succeeded TMC as Managing Member of TMCT II, LLC on June
12, 2000 pursuant to the merger of TMC with and into Tribune;
WHEREAS, Tribune and the Chandler Trusts now desire to amend the Operating
Agreement on the terms and conditions set forth in this First Amendment.
NOW, THEREFORE, for and in consideration of the foregoing recitals and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Section 6.3 (a) of the Operating Agreement is hereby deleted in its
entirety and the following is substituted therefor:
"(a) Number of Investment Committee Members. The number of members of
the Investment Committee shall be seven. Tribune shall have the right to
designate three members of the Investment Committee (the "Tribune
Designated Investment Committee Members"), who shall be Chandler Bigelow
III, David J. Granat and Donald C. Grenesko. Trust 1 and Trust 2 shall have
the right to designate four members (the "Trust Designated Investment
Committee Members"), who shall be Jeffrey Chandler, Roger Goodan, William
Stinehart, Jr. and Warren B. Williamson; provided, however, that following
the Trust Termination, the Trust Designated Investment Committee Members
shall be
designated by the Representatives. Each member of the Investment Committee
shall hold office until his or her successor shall have been designated
pursuant to paragraph (d) below or until such member of the Investment
Committee shall resign or shall have been removed in the manner provided
herein. All members of the Investment Committee shall be either (i) Members
of the Company, (ii) officers, directors, trustees, employees or
beneficiaries of a Member of the Company or (iii) after the Trust
Termination, the Representatives."
2. Except as herein specifically modified and amended, all the terms,
covenants and conditions of the Operating Agreement shall remain in full
force and effect and are hereby adopted and reaffirmed by the parties
hereto. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Operating Agreement. This First Amendment
may be executed in two or more counterparts, all of which shall be
considered one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first above written.
TRIBUNE COMPANY
By: /s/ Mark W. Hianik
--------------------------------------
Mark W. Hianik
Vice President and Assistant Secretary
CHANDLER TRUST NO. 1
By: /s/ Gwendolyn Garland Babcock
--------------------------------
Gwendolyn Garland Babcock,
as trustee of Chandler Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Jeffrey Chandler
--------------------------------------
Jeffrey Chandler,
as trustee of Chandler Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ William Stinehart, Jr.
--------------------------------------
William Stinehart, Jr.,
as trustee of Chandler Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Warren B. Williamson
--------------------------------------
Warren B. Williamson,
as trustee of Chandler Trust No. 1
under Trust Agreement dated
June 26, 1935
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By: /s/ Camilla Chandler Frost
--------------------------------------
Camilla Chandler Frost,
as trustee of Chandler Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Douglas Goodan
---------------------------------------
Douglas Goodan,
as trustee of Chandler Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Judy C. Webb
--------------------------------------
Judy C. Webb,
as trustee of Chandler Trust No. 1
under Trust Agreement dated
June 26, 1935
CHANDLER TRUST NO. 2
By: /s/ Gwendolyn Garland Babcock
--------------------------------------
Gwendolyn Garland Babcock,
as trustee of Chandler Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Jeffrey Chandler
--------------------------------------
Jeffrey Chandler,
as trustee of Chandler Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ William Stinehart, Jr.
--------------------------------------
William Stinehart, Jr.,
as trustee of Chandler Trust No. 2
under Trust Agreement dated
June 26, 1935
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By: /s/ Warren B. Williamson
--------------------------------------
Warren B. Williamson,
as trustee of Chandler Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Camilla Chandler Frost
-----------------------------------------
Camilla Chandler Frost,
as trustee of Chandler Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Douglas Goodan
--------------------------------------
Douglas Goodan,
as trustee of Chandler Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Judy C. Webb
--------------------------------------
Judy C. Webb,
as trustee of Chandler Trust No. 2
under Trust Agreement dated
June 26, 1935
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