Members" or "Trusts" means Trust 1, Trust 2 and any successors in
interest to Trust 1 or Trust 2 who acquire their interests in a Permitted
Disposition.
"Trusts Portfolio" means the properties purchased by the Company with the cash
transferred to such Trusts Portfolio pursuant to Section 9.2 hereof and other
properties bought and sold by the Company thereafter in accordance with Section
9.2 under the direction of the Trusts Portfolio Committee.
"Trust Termination" means the termination of Trust 1, Trust 2 and any sub-trust
thereof in accordance with their respective terms.
SECTION 1.2
HEADINGS.
THE HEADINGS AND
SUBHEADINGS IN THIS AGREEMENT 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 MEMBERS AGREE THAT THE RIGHTS, DUTIES AND LIABILITIES OF THE MEMBERS SHALL
BE AS PROVIDED IN THE DELAWARE ACT, EXCEPT AS OTHERWISE PROVIDED HEREIN.
PURSUANT TO SECTION 18-201(D) OF THE DELAWARE ACT, THIS AGREEMENT SHALL BE
EFFECTIVE AS OF THE DATE HEREOF.
(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.
6
(C)
THE MANAGING 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 II, LLC.
THE BUSINESS OF THE COMPANY MAY BE 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.
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 OF BUSINESS.
THE
PRINCIPAL PLACE OF BUSINESS OF THE COMPANY SHALL BE AT 350 WEST COLORADO BLVD.
SUITE 230,