0001193125-16-516954 Sample Contracts

TOWER DISTRIBUTION COMPANY, LLC a Delaware Limited Liability Company LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tower Distribution Company, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of December 30, 2012, by Tribune Broadcasting Company, LLC, a Delaware limited liability company and the sole member of the Company (the “Member”).

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OPERATING AGREEMENT OF LOCAL TV NORFOLK REAL ESTATE, LLC A DELAWARE LIMITED LIABILITY COMPANY
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This OPERATING AGREEMENT (this “Agreement”) of Local TV Norfolk Real Estate, LLC (the “Company”) is dated as of March 22, 2016, by and between the Company and Local TV Virginia, LLC, a Delaware limited liability company (its “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNITY TELEVISION OF MISSOURI, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Community Television of Missouri, LLC (the “Company”) is effective as of April 21, 2008, by and between the Company and FoxCo Acquisition Sub, LLC, a Delaware limited liability company (its “Member”).

Contract
Employment Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • New York

WHEREAS, the Company and Executive desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide services to the Company, which shall supersede and replace the Letter Agreement, dated as of November 20, 2013, as amended on April 2, 2015 (the “Original Agreement”).

AMENDMENT NO. 1
Credit Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • New York

This CREDIT AGREEMENT is entered into as of December 27, 2013, among Tribune Media Company, (f/k/a/ Tribune Company), a Delaware corporation (as further defined in Section 1.01, the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the Lenders referred to herein.

FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNITY TELEVISION OF MISSOURI LICENSE, LLC
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Limited Liability Company Agreement of Community Television of Missouri License, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by FoxCo Acquisition Sub, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LOCAL TV IOWA, LLC
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Operating Agreement of Local TV Iowa, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by Local TV Finance, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNITY TELEVISION OF UTAH, LLC
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Limited Liability Company Agreement of Community Television of Utah, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by FoxCo Acquisition Sub, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LOCAL TV TENNESSEE LICENSE, LLC
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Operating Agreement of Local TV Tennessee License, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by Local TV Finance, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOXCO ACQUISITION SUB, LLC
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FoxCo Acquisition Sub, LLC (the “Company”), dated as of June 30, 2008, is entered by FoxCo Acquisition, LLC, as the sole member of the limited liability company (the “Member”).

FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNITY TELEVISION OF ALABAMA, LLC
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Limited Liability Company Agreement of Community Television of Alabama, LLC (the “Company”), dated as of December 18, 2013 (this “Amendment”), is made by FoxCo Acquisition Sub, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LOCAL TV VIRGINIA, LLC
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Operating Agreement of Local TV Virginia, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by Local TV Finance, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

TRIBUNE MEDIA COMPANY PERFORMANCE SHARE UNIT AGREEMENT
Performance Share Unit Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

THIS PERFORMANCE SHARE UNIT AGREEMENT (the “Agreement”) is made by and between Tribune Media Company, a Delaware corporation (the “Company”), and (the “Participant”), and is dated as of March , 2016.

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LOCAL TV OKLAHOMA LICENSE, LLC
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Operating Agreement of Local TV Oklahoma License, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by Local TV Finance, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of LOCAL TV, LLC
Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Local TV, LLC, a Delaware limited liability company (the “Company”) is adopted and entered into as of July 10, 2008, by Local TV Holdings, LLC, a Delaware limited liability company, as sole member (the “Sole Member”).

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LOCAL TV ARKANSAS, LLC
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Operating Agreement of Local TV Arkansas, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by Local TV Finance, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LOCAL TV OKLAHOMA, LLC
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Operating Agreement of Local TV Oklahoma, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by Local TV Finance, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNITY TELEVISION OF ALABAMA LICENSE, LLC
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This Limited Liability Company Agreement of Community Television of Alabama License, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by FoxCo Acquisition Sub, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LOCAL TV HOLDINGS, LLC Dated as of July 14, 2008
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Local TV Holdings, LLC (the “Company”) is entered into as of July 14th, 2008, by and among the Persons executing this Agreement and identified as “Members” on Schedule I hereto and each Person who may hereafter be admitted as a Member in accordance with the terms of this Agreement.

SECOND AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNITY TELEVISION OF ALABAMA, LLC
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This Limited Liability Company Agreement of Community Television of Alabama, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by FoxCo Acquisition Sub, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNITY TELEVISION OF COLORADO, LLC
Limited Liability Company Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Limited Liability Company Agreement of Community Television of Colorado, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by FoxCo Acquisition Sub, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

FIRST AMENDMENT TO THE OPERATING AGREEMENT OF LOCAL TV ARKANSAS LICENSE, LLC
Operating Agreement • March 24th, 2016 • Chicagoland Television News, LLC • Television broadcasting stations • Delaware

This First Amendment to the Operating Agreement of Local TV Arkansas License, LLC (the “Company”), dated as of June 23, 2015 (this “Amendment”), is made by Local TV Finance, LLC, a Delaware limited liability company, as the sole member of the Company (the “Member”).

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