Exhibit 10.14b
SECOND AMENDMENT
TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
TMCT II, LLC
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF TMCT II, LLC (this "SECOND AMENDMENT") is made and entered
into as of the 1st day of August, 2002, by and among Tribune Company, a Delaware
corporation ("TRIBUNE"), Xxxxxxxx Trust No. 1 and Xxxxxxxx Trust No. 2
(collectively, the "XXXXXXXX TRUSTS").
W I T N E S S E T H:
WHEREAS, The Times Mirror Company ("TMC"), the Xxxxxxxx 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 Agreement of TMCT II, LLC dated as of September 3, 1999 (as amended by
the First Amendment dated August 14, 2000, 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; and
WHEREAS, Tribune and the Xxxxxxxx Trusts now desire to amend the
Operating Agreement on the terms and conditions set forth in this Second
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 three. Tribune shall have
the right to designate one member of the Investment Committee (the
"TRIBUNE DESIGNATED INVESTMENT COMMITTEE MEMBER"), who shall be Xxxxxx
X. Xxxxxxxx. Trust 1 and Trust 2 shall have the right to designate two
members (the "TRUST DESIGNATED INVESTMENT COMMITTEE MEMBERS"), who
shall be Xxxxxxx Xxxxxxxxx, Xx. and Xxxxxx X. Xxxxxxxxxx; 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. All references in the Operating Agreement to "TMC Designated
Investment Committee Members" are hereby replaced with "Tribune
Designated Investment Committee Member."
3. Except as herein specifically modified and amended, all the terms,
covenants and conditions of the Operating Agreement are hereby adopted
and reaffirmed by the parties hereto and shall remain in full force
and effect. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Operating Agreement. This Second
Amendment may be executed in two or more counterparts, all of which
shall be considered one and the same agreement.
[Signature pages follow]
2
IN WITNESS WHEREOF, the parties have executed this Second Amendment as
of the date first above written.
TRIBUNE COMPANY
By: /s/ Xxxxxx X. Grenseko
---------------------------------------
Its: Senior Vice President
XXXXXXXX TRUST NO. 1
By: /s/ Xxxxxxxxx Xxxxxxx Xxxxxxx
---------------------------------------
Xxxxxxxxx Xxxxxxx Xxxxxxx,
as trustee of Xxxxxxxx Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxx,
as trustee of Xxxxxxxx Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxxxx Xxxxxxxxx, Xx.
---------------------------------------
Xxxxxxx Xxxxxxxxx, Xx.,
as trustee of Xxxxxxxx Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxxx,
as trustee of Xxxxxxxx Trust No. 1
under Trust Agreement dated
June 26, 1935
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By: /s/ Xxxxxxx Xxxxxxxx Frost
---------------------------------------
Xxxxxxx Xxxxxxxx Xxxxx,
as trustee of Xxxxxxxx Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Xxxxx Xxxxxx,
as trustee of Xxxxxxxx Trust No. 1
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxx X. Xxxx
---------------------------------------
Xxxx X. Xxxx,
as trustee of Xxxxxxxx Trust No. 1
under Trust Agreement dated
June 26, 1935
XXXXXXXX TRUST NO. 2
By: /s/ Xxxxxxxxx Xxxxxxx Xxxxxxx
---------------------------------------
Xxxxxxxxx Xxxxxxx Xxxxxxx,
as trustee of Xxxxxxxx Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxx,
as trustee of Xxxxxxxx Trust No. 2
under Trust Agreement dated
June 26, 1935
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By: /s/ Xxxxxxx Xxxxxxxxx, Xx.
---------------------------------------
Xxxxxxx Xxxxxxxxx, Xx.,
as trustee of Xxxxxxxx Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxxx X. Xxxxxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxxxxx,
as trustee of Xxxxxxxx Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxxxx Xxxxxxxx Frost
---------------------------------------
Xxxxxxx Xxxxxxxx Xxxxx,
as trustee of Xxxxxxxx Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxxx Xxxxxx
---------------------------------------
Xxxxx Xxxxxx,
as trustee of Xxxxxxxx Trust No. 2
under Trust Agreement dated
June 26, 1935
By: /s/ Xxxx X. Xxxx
---------------------------------------
Xxxx X. Xxxx,
as trustee of Xxxxxxxx Trust No. 2
under Trust Agreement dated
June 26, 1935
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