EXHIBIT 3.68
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
WUPW BROADCASTING, LLC
THE UNDERSIGNED is executing this Amended and Restated Limited
Liability Company Agreement (this "Agreement") for the purpose of forming a
limited liability company (the "Company") pursuant to the provisions of the
Delaware Limited Liability Company Act (6 Del. C. Sections 18-101, et seq.) (the
"Act"), and does hereby certify and agree as follows:
1. Name. The name of the Company shall be WUPW Broadcasting, LLC,
or such other name as the Managing Member may from time to time hereafter
designate.
2. Definitions. In addition to terms otherwise defined herein,
the following terms are used herein as defined below:
"Managing Member" means TVL Broadcasting, Inc., a Delaware
corporation, and all other persons or entities admitted as
additional or substitute Managing Members pursuant to this
Agreement, so long as they remain Managing Members.
"Non-Managing Members" means all persons or entities admitted
as additional or substitute Non-Managing Members pursuant to
this Agreement, so long as they remain Non-Managing Members
and are so listed on Schedule A, if any.
"Members" means those persons or entities who from time to
time are the Managing Member or the Non-Managing Members, if
any.
3. Purpose. The purpose of the Company shall be, directly or
indirectly through subsidiaries or affiliates, to acquire, hold and maintain
certain assets and governmental licenses; and to engage in any and all
activities incidental or related to the foregoing and any other activities
permitted to be engaged in by a limited liability company formed under the Act.
4. Offices.
(a) The principal place of business and office of the
Company shall be located at, and the Company's business shall be conducted from,
such place or places as the Managing Member may from time to time designate.
(b) The registered office of the Company in the State of
Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington,
County of New Castle, Delaware 19808. The name and address of the registered
agent of the Company for service of process on the Company in the State of
Delaware shall be The Corporation Service Company.
5. Members. The name and business or residence address of each
Member of the Company is set forth on Schedule A attached hereto.
6. Term. The term of the Company commenced on the date of filing
of the Certificate of Formation of the Company in accordance with the Act and
shall continue until dissolution of the Company in accordance with Section 15 of
this Agreement.
7. Management of the Company.
(a) The Managing Member shall have the exclusive right to
manage the business of the Company, and shall have all powers and rights
necessary, appropriate or advisable to effectuate and carry out the purposes and
business of the Company and, in general, all powers permitted to be exercised by
a managing member under the Act, including, without limitation, the power to (i)
open, maintain and close bank accounts and to take all actions it deems
necessary or advisable for the administration of such accounts, (ii) appoint and
designate the responsibilities of such officers of the Company from time to time
as the Managing Member deems necessary or desirable and (iii) appoint, employ,
or otherwise contract with any persons or entities for the transaction of the
business of the Company or the performance of services for or on behalf of the
Company; and the Managing Member may delegate to any such person or entity
described in subclauses (ii) and (iii) such authority to act on behalf of the
Company as the Managing Member may from time to time deem appropriate.
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(b) No Non-Managing Member, in its status as such, shall
have the right to take part in the management or control of the business of the
Company or to act for or bind the Company or otherwise to transact any business
on behalf of the Company.
8. Liability of Members; Indemnification.
(a) Neither a Member (including the Managing Member) nor
any officer, employee or agent of the Company (including a person having more
than one such capacity) shall be personally liable for any expenses,
liabilities, debts or obligations of the Company solely by reason of acting in
such capacity except as provided in the Act.
(b) To the fullest extent permitted by law, the Company
shall indemnify and hold harmless the Managing Member, each Member and any
officer, employee or agent of the Company from and against any and all losses,
claims, damages, liabilities or expenses of whatever nature (each a "Claim"), as
incurred, arising out of or relating to the management or business of the
Company; provided that such indemnification shall not apply to any such person
if a court of competent jurisdiction has made a final determination that such
Claim resulted directly from the gross negligence, bad faith or willful
misconduct of such person.
9. Capital Contributions. Members shall make capital
contributions to the Company in such amounts and at such times as they shall
mutually agree.
10. Authorized Membership Interests. The aggregate number of
interests in the Company shall be comprised of 1,000 Units ("Units"), which
shall be issued to each Member simultaneously herewith. Fractions of a Unit may
be created and issued.
11. Record Holders of Units. The Company shall be entitled to
treat the person in whose name any Units of the Company stand on the books of
the Company as the absolute owner thereof and as a Member of the Company holding
the interests evidenced by those Units. The Company shall not be bound to
recognize any equitable or other claim to, or interest in, such Unit or Units on
the part of any other person, whether or not the Company has express or other
notice of any such claim.
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12. Evidence and Transfer of Units.
(a) Evidence of Units. The Units shall be represented by
certificates.
(b) Procedure. Transfer of Units shall be made on the
Unit register of the Company. No transfer shall be made inconsistent with the
restriction on transfer contained in this Agreement.
(c) Unit Certificates. Unit certificates shall be in such
form as approved by the Managing Member and shall state that the Company is
organized under the laws of Delaware, the name of the person to whom issued and
the number of Units and the designation of the series (if any) that the
certificate represents. The Unit certificates shall be numbered and registered
in the records of the Company as they are issued and shall be signed by the
Managing Member of the Company.
(d) Lost, Destroyed or Mutilated Certificates. The holder
of any Unit certificate shall immediately notify the Company of any loss,
destruction or mutilation of the certificate, and the Managing Member may, in
its discretion, cause a new certificate to be issued to the holder, provided
that the Company is properly indemnified.
13. Assignments of Membership Interest.
(a) No Non-Managing Member may sell, assign, pledge or
otherwise transfer or encumber (collectively "transfer") all or any part of its
interest in the Company, nor shall any Non-Managing Member have the power to
substitute a transferee in its place as a substitute Non-Managing Member,
without, in either event, having obtained the prior written consent of the
Managing Member, which consent may be given or withheld in its sole discretion.
(b) The Managing Member may not transfer all or any part
of its interest in the Company, nor shall the Managing Member have the power to
substitute a transferee in its place as a substitute Managing Member, without,
in either event, having obtained the consent of all of the Non-Managing Members.
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14. Withdrawal. No Non-Managing Member shall have the right to
withdraw from the Company except with the consent of the Managing Member and
upon such terms and conditions as may be specifically agreed upon between the
Managing Member and the withdrawing Non-Managing Member. The provisions hereof
with respect to distributions upon withdrawal are exclusive and no Non-Managing
Member shall be entitled to claim any further or different distribution upon
withdrawal under Section 18-604 of the Act or otherwise.
15. Additional Members. The Managing Member shall have the right
to admit additional Non-Managing Members upon such terms and conditions, at such
time or times, and for such capital contributions as shall be determined by the
Managing Member; and in connection with any such admission, the Managing Member
shall have the right to amend Schedule A hereof to reflect the name, address and
capital contribution of the admitted Non-Managing Member.
16. Allocations and Distributions. Distributions of cash or other
assets of the Company shall be made at such times and in such amounts as the
Managing Member may determine. Distributions shall be made to (and profits and
losses shall be allocated among) Members pro rata in accordance with the amount
of their contributions to the Company as set forth on Schedule A hereto.
17. Return of Capital. No Non-Managing Member has the right to
receive, and the Managing Member has absolute discretion to make, any
distributions to a Non-Managing Member, which include a return of all or any
part of such Non-Managing Member's capital contribution, provided that upon the
dissolution of the Company, the assets of the Company shall be distributed as
provided in Section 18-804 of the Act.
18. Dissolution. The Company shall be dissolved and its affairs
wound up and terminated upon the first to occur of the following:
(a) The determination of the Managing Member to dissolve
the Company; or
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(b) The bankruptcy or dissolution of the Managing Member
or the occurrence of any other event which terminates the continued membership
of the Managing Member in the Company; provided, however, that the Company shall
not be dissolved if, within ninety (90) days after the occurrence of such event,
all remaining Members agree in writing to continue the business of the Company
and to the appointment, effective as of the date of such event, of one (1) or
more additional Members of the Company.
19. Amendments. Subject to Section 15, this Agreement may be
amended only upon the written consent of all Members.
20. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as
of November 1, 2002.
TVL BROADCASTING, INC., the Sole Managing
Member of WUPW Broadcasting, LLC
By: /s/ Denise M. Parent
Denise M. Parent
Vice President -- Deputy General Counsel
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SCHEDULE A
WUPW BROADCASTING, LLC
MEMBERS
CAPITAL
NAME ADDRESS CONTRIBUTION UNITS
- ------------------------------ --------------------- ------------ -----
MANAGING MEMBER:
TVL Broadcasting, Inc. Four Richmond Square, $100.00 1,000
(f/k/a STC Broadcasting, Inc.) Suite 200
Providence, RI 02906
NON-MANAGING MEMBERS:
None
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