AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LIN MEDIA LLCLimited Liability Company Agreement • July 31st, 2013 • LIN Media LLC • Television broadcasting stations • Delaware
This Amended and Restated Limited Liability Company Agreement (together with the schedules and exhibits attached hereto, and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) of LIN Media LLC, a Delaware limited liability company (the “Company”), effective immediately prior to the Effective Time (as defined in Section 1.1 hereto), is entered into by LIN TV Corp., a Delaware corporation (“LIN TV”), and each other Person (as defined in Section 1.1 hereto) who becomes a Shareholder (as defined in Section 1.1 hereto) as provided herein. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in Section 1.1 hereto.
SUPPLEMENTAL INDENTURESupplemental Indenture • July 31st, 2013 • LIN Media LLC • Television broadcasting stations • New York
This supplemental indenture (this “Supplemental Indenture”), dated as of July 30, 2013, by and among LIN Media LLC, a Delaware limited liability company (the “Guaranteeing Parent”), LIN Digital Media LLC, a Delaware limited liability company (“LIN Digital Media”), LIN Digital LLC, a Delaware limited liability company and wholly owned subsidiary of LIN Digital Media (“LIN Digital” and together with LIN Digital Media, the “Guaranteeing Subsidiaries” and collectively with the Guaranteeing Parent, the “Guaranteeing Parties”), LIN Television Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
DESCRIPTION OF LIN MEDIA LLC SHARESLimited Liability Company Agreement • July 31st, 2013 • LIN Media LLC • Television broadcasting stations
The following is a summary of the material terms of the common shares representing limited liability company interests (referred to as the “common shares”) in LIN Media LLC (referred to as “LIN LLC”) and the preferred shares representing limited liability company interests (referred to as the “preferred shares”) in LIN LLC. The amended and restated limited liability company agreement of LIN LLC (referred to as the “LLC agreement”) allows for the issuance of common shares and the preferred shares, as well as the distributions on and voting rights of the holders of such shares. The following description is subject to the provisions of the Limited Liability Company Act of the State of Delaware. Certain provisions of the LLC agreement are intended to provide rights to shareholders of LIN LLC that are substantially similar to the rights of stockholders of LIN TV Corp. (referred to a “LIN Corp.”), and the powers of LIN LLC, the governance processes and the rights of holders of the LIN LLC co
