ARE INCLUDED FOR CONVENIENCE AND IDENTIFICATION ONLY AND ARE IN NO WAY INTENDED
TO DESCRIBE, INTERPRET, DEFINE OR LIMIT THE SCOPE, EXTENT OR INTENT OF THIS
AGREEMENT OR ANY PROVISION HEREOF.
ARTICLE II
FORMATION AND TERM
SECTION 2.1
FORMATION.
(A)
THE COMPANY WAS FORMED AS A LIMITED LIABILITY COMPANY UNDER AND
PURSUANT TO THE PROVISIONS OF THE DELAWARE ACT AND THE RIGHTS, DUTIES AND
LIABILITIES OF THE MEMBERS SHALL BE AS PROVIDED IN THE DELAWARE ACT AND THIS
AGREEMENT.
TO THE EXTENT THAT THE RIGHTS, POWERS, DUTIES, OBLIGATIONS AND
LIABILITIES OF ANY MEMBER ARE DIFFERENT BY REASON OF ANY PROVISION OF THIS
AGREEMENT THAN THEY WOULD BE IN THE ABSENCE OF SUCH PROVISION, THIS AGREEMENT
SHALL, TO THE EXTENT PERMITTED BY THE DELAWARE ACT, CONTROL.
(B)
THE NAME AND MAILING ADDRESS OF EACH MEMBER AND THE AMOUNT
CONTRIBUTED TO THE CAPITAL OF THE COMPANY SHALL BE LISTED ON SCHEDULE A ATTACHED
HERETO.
EACH MEMBER IS REQUIRED TO PROVIDE ANY CHANGES TO ITS INFORMATION SET
FORTH ON SCHEDULE A TO THE MANAGING MEMBER WHO SHALL BE REQUIRED TO UPDATE
SCHEDULE A FROM TIME TO TIME AS NECESSARY TO ACCURATELY REFLECT THE INFORMATION
THEREIN.
(C)
LISA HARDING, AS AN "AUTHORIZED PERSON" WITHIN THE MEANING OF THE
DELAWARE ACT, HAS PREVIOUSLY EXECUTED, DELIVERED AND FILED THE CERTIFICATE WITH
THE SECRETARY OF STATE OF THE STATE OF DELAWARE.
THOMAS UNTERMAN, AS AN
"AUTHORIZED PERSON" WITHIN THE MEANING OF THE DELAWARE ACT, HAS PREVIOUSLY
EXECUTED, DELIVERED AND FILED THE CERTIFICATE OF CORRECTION OF THE CERTIFICATE
OF THE COMPANY WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE.
UPON SUCH
FILING, LISA HARDING'S AND THOMAS UNTERMAN'S POWERS AS "AUTHORIZED PERSONS"
CEASED.
ANY MEMBER OF THE COMPANY, AS AN AUTHORIZED PERSON WITHIN THE MEANING
OF THE DELAWARE ACT, SHALL EXECUTE, DELIVER AND FILE ANY AND ALL AMENDMENTS OR
RESTATEMENTS TO THE CERTIFICATE.
SECTION 2.2
NAME.
THE NAME OF THE LIMITED LIABILITY COMPANY
CONTINUED HEREBY AND FORMED BY THE FILING OF THE CERTIFICATE IS TMCT, LLC.
THE
BUSINESS OF THE COMPANY MAY BE
6
conducted upon compliance with all applicable laws under any other name
designated by the Managing Member (other than any name that includes the word
"Tribune").
SECTION 2.3
TERM.
THE TERM OF THE COMPANY COMMENCED ON THE DATE OF
THE FILING OF THE CERTIFICATE IN THE OFFICE OF THE SECRETARY OF STATE OF THE
STATE OF DELAWARE AND SHALL CONTINUE PERPETUALLY UNLESS THE COMPANY IS DISSOLVED
IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
PURSUANT TO
SECTION 18-201(D) OF THE DELAWARE ACT, THIS AGREEMENT SHALL BE EFFECTIVE AS OF
THE DATE HEREOF.
THE EXISTENCE OF THE COMPANY AS A SEPARATE LEGAL ENTITY SHALL
CONTINUE UNTIL CANCELLATION OF THE CERTIFICATE IN THE MANNER REQUIRED BY THE
DELAWARE ACT.
SECTION 2.4
REGISTERED AGENT AND OFFICE.
THE COMPANY'S REGISTERED
AGENT AND OFFICE IN DELAWARE SHALL BE CORPORATION SERVICE COMPANY, 1013 CENTRE
ROAD, WILMINGTON, COUNTY OF NEWCASTLE, DELAWARE 19805.
AT ANY TIME, THE
MANAGING MEMBER MAY DESIGNATE ANOTHER REGISTERED AGENT AND/OR REGISTERED OFFICE.
SECTION 2.5
PRINCIPAL PLACE