**Exhibit 10.7**

 

FIRST AMENDMENT TOAMENDED AND RESTATEDLIMITED LIABILITY COMPANY OPERATING AGREEMENTOFBARRINGTON BROADCASTING LLC

 

 

This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANYAGREEMENT OF BARRINGTON BROADCASTING LLC (this “Amendment”), dated as ofJanuary 1, 2008, is made to that certain Amended and Restated LimitedLiability Company Operating Agreement of Barrington Broadcasting LLC (f/k/aPilot Group TV LLC), a Delaware limited liability company (the “Company”),dated as of December 30, 2003 (the “Operating Agreement”), asentered into by and among Pilot Group LP, a Delaware limited partnership (“Pilot”),and Barrington BroadcastingCompany, LLC, a Delaware limited liability company (“Barrington”).  Pilot, Barrington and the Managing Member (asdesignated from time to time by Pilot in accordance with Section 3.1hereof), in their capacities as members of the Company, and each other Person(as defined herein) who acquires a membership interest in the Company andexecutes and delivers a counterpart signature page to this Agreement, areeach referred to herein individually as a “Member” and collectively asthe “Members”.

 

RECITALS:

 

WHEREAS,the Members are parties to the Operating Agreement;

 

WHEREAS,each of the parties hereto desire to amend the Operating Agreement to make themodifications set forth below; and

 

NOW,THEREFORE, in consideration of the agreements and covenants herein contained,and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, and intending to be legally bound hereby, theparties agree to amend the Operating Agreement by executing this Amendment, andthe parties hereto hereby enter into this Amendment, so as to agree with eachother as follows:

 

1.                                       Amendment to the Operating Agreement. The Operating Agreement is herebyamended as follows:

 

(i)            Section 5.4is hereby deleted in its entirety and replaced with the following:

 

“Section 5.4           Purchase of Barrington’sContingent Interest.** **(i)  If the employment by BarringtonBroadcasting Group LLC (“Barrington Group”) of K. James Yager (“Yager”) orChris Cornelius (“Cornelius”) is terminated for cause by Barrington

 

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Group, Barrington shall, upon demand by the Company,be obligated to sell the Contingent Interest (as defined herein) held byBarrington to the Company, and the Company shall have the option (which optionshall be assignable by the Company without the consent of Barrington), but notthe obligation, to purchase such Contingent Interest at a purchase price equalto the fair market value thereof (determined by reference to the amount ofdistributions to which Barrington would be entitled upon a hypothetical sale ofall the Company’s assets, the payment of all the Company’s liabilities and thedistribution of the net proceeds to the Members as provided in Section 6.2hereof), as agreed upon by the Managing Member and Barrington.  If the Managing Member and Barrington cannotagree upon the fair market value of such Contingent Interest, the fair marketvalue thereof shall be determined in the manner set forth above by anindependent appraiser selected by the Managing Member and reasonablysatisfactory to Barrington.  The Companyshall exercise such right by giving written notice thereof, within 90 daysfollowing the date of the termination of the respective employment agreement,to Barrington.  The closing of suchpurchase shall occur within 30 days after the final determination of the fairmarket value of the Contingent Interest. Upon the closing of any such purchase, Barrington shall cease to be aMember and shall have no further rights or obligations under thisAgreement.  For purposes of this Section 5.4,the term cause shall have the meaning ascribed to such term in the then currentemployment agreement, between Yager and Barrington Group, with respect toYager, and Cornelius and Barrington Group, with respect to Cornelius.”

 

(ii)           Sections6.2, (c) and (d) are hereby deleted in its entirety and replaced withthe following:

 

“(c)         Third, 100% to Barrington, untilBarrington has received a cumulative distribution pursuant to clause (b) aboveand this clause (c) equal to 11% of the amounts distributed pursuant toclause (b) above and this clause (c); and

 

(d)        Fourth,89% to Pilot and 11% to Barrington.”

 

2.                                       Ratification and Confirmation of theOperating Agreement; No Other Changes.  Except asmodified by this Amendment, the Operating Agreement is hereby ratified andconfirmed in all respects.  Nothingherein shall be held to alter, vary or otherwise affect the terms, conditionsand provision of the Operating Agreement, other than as contemplated herein.

 

3.                                       Effectiveness. This Amendment shall be effective as of the date hereof.

 

4.                                       Governing Law. This Amendment shall be governed by, and construed in accordance with,the laws and decisions of the State of Delaware, without regard to theconflicts of law provisions thereof.

 

 

**[SIGNATUREPAGE FOLLOWS]**

 

 

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INWITNESS WHEREOF, the undersigned have executed and delivered this Agreement asof the date first written above.

 

 
|   | **THE  MEMBERS:**                     |
|--------|---------------------------------------|
|   |                                  |   |
|   | PILOT GROUP LP                        |
|   |                                  |   |
|   | By:                                   | Pilot Group GP LLC |
|   | Its:                                  | General Partner |
|   |                                  |   |
|   |                                  |   |
|   |                                  | By: | /s/ Paul M. McNicol |   |
|   |                                  |   | Name: Paul M. McNicol |
|   |                                  |   | Title: Senior Vice  President |
|   |                                  |   |
|   |                                  |   |
|   |                                  |   |
|   | BARRINGTON  BROADCASTING COMPANY, LLC |
|   |                                  |   |
|   |                                  |   |
|   |                                  | By: | /s/ K. James Yager |   |
|   |                                  |   | Name: K. James Yager |
|   |                                  |   | Title: Chief Executive  Officer |
|   |                                  |   |
|   |                                  |   |
|   |                                  |   |
|   | **THE  MANAGING MEMBER:**             |
|   |                                  |   |
|   | PILOT GROUP GP LLC                    |
|   |                                  |   |
|   |                                  |   |
|   |                                  | By: | /s/ Paul M. McNicol |   |
|   |                                  |   | Name: Paul M. McNicol |
|   |                                  |   | Title: Senior Vice  President |
|        |                                       |  |  |  |  |  |  |

 

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