DISTRIBUTION AGREEMENT By and Among TMCT, LLC, TRIBUNE COMPANY, CANDLE HOLDINGS CORPORATION, FORTIFY HOLDINGS CORPORATION, CHANDLER TRUST NO. 1, and CHANDLER TRUST NO.2 September 21, 2006Distribution Agreement • September 22nd, 2006 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
This Distribution Agreement (the “Agreement”), dated as of September 21, 2006, is by and among TMCT, LLC, a Delaware limited liability company (the “Company”), Tribune Company, a Delaware corporation (“Tribune”), Candle Holdings Corporation, a Delaware corporation (“Candle”), Fortify Holdings Corporation, a Delaware corporation (“Fortify” and, collectively with Tribune and Candle, the “Tribune Members”), Chandler Trust No. 1 (“Trust 1”) and Chandler Trust No. 2 (“Trust 2” and, collectively with Trust 1, the “Trust Members”). The Tribune Members and the Trust Members are collectively referred to herein as the “Members.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Limited Liability Company Agreement of the Company, dated as of August 8, 1997 (the “Operating Agreement”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TMCT, LLC Dated as of September 22, 2006Limited Liability Company Agreement • September 22nd, 2006 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
This Amended and Restated Limited Liability Company Agreement of TMCT, LLC (the “Company”) is made as of September 22, 2006 (this “Agreement”), by and among Tribune Company, a Delaware corporation (“Tribune”), Candle Holdings Corporation, a Delaware corporation (“Sub 1”), Fortify Holdings Corporation, a Delaware corporation (“Sub 2” and collectively, with Tribune, Sub 1 and Sub 2, the “Tribune Members”), Chandler Trust No. 1 (“Trust 1”) and Chandler Trust No. 2 (“Trust 2”), as Members of the Company.
CHANDLER TRUST NO. 1 CHANDLER TRUST NO. 2Tribune Co • September 22nd, 2006 • Newspapers: publishing or publishing & printing • Delaware
Reference is made to that certain Amended and Restated Limited Liability Company Agreement of TMCT, LLC (the “Company”), of even date herewith, by and among Tribune Company, a Delaware corporation (“Tribune”), Candle Holdings Corporation, a Delaware corporation (“Sub 1”), Fortify Holdings Corporation, a Delaware corporation (“Sub 2” and collectively with Tribune and Sub 1, the “Tribune Members”), Chandler Trust No. 1 (“Trust 1”) and Chandler Trust No. 2 (“Trust 2” and collectively with Trust 1, the “Trust Members”), as Members of the Company (the “Operating Agreement”). Unless otherwise defined, capitalized terms herein shall have the meaning ascribed to them in the Operating Agreement.
CHANDLER TRUST NO. 1 CHANDLER TRUST NO. 2Tribune Co • September 22nd, 2006 • Newspapers: publishing or publishing & printing • Delaware
Tribune Company Fortification Holdings Corporation Wick Holdings Corporation Eagle New Media Investments, LLC Eagle Publishing Investments, LLC 435 North Michigan Avenue Chicago, Illinois 60611
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • September 22nd, 2006 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
THIS AMENDMENT NO. 2 (this “Amendment No. 2”), dated as of September 21, 2006, between Tribune Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A., formerly known as First Chicago Trust Company of New York), as Rights Agent (the “Rights Agent”), amends the Rights Agreement, dated as of December 12, 1997, as previously amended by Amendment No. 1 thereto, dated as of June 12, 2000 (the “Rights Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
AMENDED AND RESTATED LEASE AGREEMENT BY AND BETWEEN TMCT, LLC AS LANDLORD AND TRIBUNE COMPANY AS TENANTLease Agreement • September 22nd, 2006 • Tribune Co • Newspapers: publishing or publishing & printing
THIS AMENDED AND RESTATED LEASE AGREEMENT (“Lease”) is made and entered into as of September 22, 2006, by and between TRIBUNE COMPANY, a Delaware corporation (“Tenant”), and TMCT, LLC, a Delaware limited liability company (“Landlord”).
