EXHIBIT 3.40
FIRST AMENDMENT
TO LIMITED LIABILITY COMPANY AGREEMENT
THIS FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT of LIN
Television of Puerto Rico, LLC (this "First Amendment"), dated as of the 19th
day of May, 2000, is by LIN Television of San Juan, Inc. ("LIN-SJ").
W I T N E S S E T H:
WHEREAS, the name of LIN Television of Puerto Rico, LLC was changed to
Televicentro of Puerto Rico, LLC pursuant to that certain Certificate of
Amendment to the Certificate of Formation of LIN Television of Puerto Rico, LLC,
dated as of October 20, 1999;
WHEREAS, LIN-SJ acquired 100% of the limited liability company
membership interests of Televicentro of Puerto Rico, LLC ("Televicentro"),
pursuant to that certain Assignment and Assumption Agreement, by and between
LIN-SJ and LIN Television Corporation, dated of even date herewith;
WHEREAS, LIN-SJ desires to make certain amendments to the Limited
Liability Company Agreement (the "LLC Agreement");
NOW, THEREFORE, LIN-SJ, as sole member of Televicentro, hereby states
and certifies as follows:
1. DEFINITIONS. Capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the LLC Agreement.
2. AMENDMENTS. The LLC Agreement shall be amended as
follows:
2.1. NAME OF THE COMPANY. Paragraph 1 of the LLC
Agreement shall be deleted in its entirety and the following shall be inserted
in lieu thereof and shall constitute Paragraph 1 of the LLC Agreement:
The name of the Company shall be Televicentro of
Puerto Rico, LLC, or such other name as the
Managing Member may from time to time hereafter
designate.
2.2. SUBSTITUTION OF LIN-SJ FOR LIN TELEVISION
CORPORATION.
(a) Paragraph 2 of the LLC Agreement
shall be amended by deleting therefrom the words and name "LIN Television
Corporation ('LIN')" and inserting in lieu thereof the words and name "LIN
Television of San Juan, Inc. ('LIN-SJ') "
(b) Schedule A of the LLC Agreement
shall be amended by deleting therefrom the words and name "LIN Television
Corporation" and inserting in lieu therefor the words and name "LIN Television
of San Juan, Inc."
IN WITNESS WHEREOF, the undersigned has executed this First Amendment
to Limited Liability Agreement as of the date first above written.
LIN TELEVISION OF SAN JUAN, INC.
By: /s/ Denise M. Parent
Denise M. Parent
Vice President -- Deputy General Counsel
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ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement") is made
this 19th day of May 2000, by and between LIN Television Corporation, a Delaware
corporation ("Assignor") and LIN Television of San Juan, Inc., a Delaware
corporation ("Assignee").
W I T N E S S E T H:
WHEREAS, Assignor is the Managing Member and sole Member of
Televicentro of Puerto Rico, LLC, a Delaware limited liability company
("Televicentro") and Assignor owns 100% of the membership interests in
Televicentro (the "Televicentro Interests");
WHEREAS, the Federal Communications Commission has approved the
transfer of all right, title and interest in and to the Televicentro Interests
from Assignor to Assignee; and
WHEREAS, Assignor wishes to assign to Assignee, and Assignee wishes to
assume, all of Assignor's right, title and interest in and to the Televicentro
Interests and the Limited Liability Company Agreement of Televicentro (the
"Televicentro LLC Agreement");
NOW, THEREFORE, in consideration of thee premises and the mutual
covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. CAPITAL CONTRIBUTION. Assignor owns all of the issued
and outstanding shares of capital stock of Assignee and in consideration thereof
desires to make a capital contribution to Assignee consisting of all of its
rights, title, and interest in, to, and with respect to the Televicentro
Interests and the Televicentro LLC Agreement.
2. ASSIGNMENT AND ASSUMPTION. Effective as of the date
hereof, Assignor hereby assigns, transfers, and conveys unto Assignee all of
Assignor's rights, title, interest and obligations in, to, and with respect to
the Televicentro Interests and the Televicentro LLC Agreement, and Assignee
hereby accepts and assumes all such rights, title, interest, and obligations in,
to and with respect to the Televicentro Interests and the Televicentro LLC
Agreement.
3. REPRESENTATIONS.
3.1. Assignor hereby represents and warrants to
Assignee that: (a) it has good title to the Televicentro Interests, free and
clear of any and all liens and encumbrances, and that there are no restrictions
preventing the transfer of the Televicentro Interests to Assignee pursuant to
this Agreement, (b) it is the Managing Member and sole Member of Televicentro
and no other consent is required pursuant to the Televicentro LLC Agreement with
respect to the transaction contemplated hereby, and (c) this Agreement is a
valid and binding obligation of the Assignor, enforceable against Assignor in
accordance with its terms.
3.2. Assignee represents that this Agreement is a
valid and binding obligation of the Assignee, enforceable against Assignee in
accordance with its terms.
4. MISCELLANEOUS.
4.1. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such counterpart.
4.2. All covenants and agreements herein shall be
binding upon and inure to the benefit of, and be enforceable by, the parties
hereto and their respective heirs, successors and assigns.
4.3. This agreement shall be construed in
accordance with, and governed by the State of Delaware, excluding conflict of
law provisions thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
LIN TELEVISION CORPORATION LIN TELEVISION OF SAN JUAN, INC.
By: /s/ Denise M. Parent By: /s/ Denise M. Parent
Denise M. Parent Denise M. Parent
Vice President -- Deputy General Vice President -- Deputy General
Counsel Counsel
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