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Tribune Media Co – ‘10-K’ for 12/31/00 – EX-10.17A

On: Tuesday, 3/27/01, at 2:17pm ET · For: 12/31/00 · Accession #: 912057-1-8471 · File #: 1-08572

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/27/01  Tribune Media Co                  10-K       12/31/00   12:1.4M                                   Merrill Corp/FA

Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.26M 
 2: EX-3.1(C)   Cert of Amend Pref Stock Ser C                        13     61K 
 3: EX-3.1(D)   Cert of Amend Pref Stock Ser D-1                      14     61K 
 4: EX-3.1(E)   Cert of Amend Pref Stock Ser D-2                      15     66K 
 8: EX-10.14A   Material Contract                                      1      8K 
 9: EX-10.17A   First Amend. to Amended & Restated Lmtd Liability      5     19K 
 5: EX-10.2B    Material Contract                                      1      8K 
 6: EX-10.6A    Material Contract                                      1      8K 
 7: EX-10.8A    Material Contract                                      1      8K 
10: EX-12       Comp of Earnings                                    HTML     29K 
11: EX-21       Subsidiaries of the Registrant                         4     25K 
12: EX-23       Consent of Pricewaterhousecoopers                   HTML     10K

EX-10.17A — First Amend. to Amended & Restated Lmtd Liability
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) First Amendment
1	1st Page - Filing Submission
"	First Amendment

EX-10.17A 1st Page of 5 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                              Exhibit 10.17a

 FIRST AMENDMENT
TO
AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT
OF
TMCT II, LLC

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF
TMCT II, LLC (this "First Amendment"), is made and entered into as of the 14th  
day of August, 2000, by and among Tribune Company, a Delaware corporation,      
("Tribune"), Chandler Trust No. 1 and Chandler Trust No. 2 (collectively, the   
"Chandler Trusts").                                                             

W I T N E S S E T H:

   WHEREAS, The Times Mirror Company ("TMC"), the Chandler Trusts, Eagle New
Media Investments, LLC, a Delaware limited liability company, Eagle Publishing  
Investments, LLC, a Delaware limited liability company, Fortification Holdings  
Corporation, a Delaware corporation, and Wick Holdings Corporation, a Delaware  
corporation, entered into the Amended and Restated Limited Liability Company of 
TMCT II, LLC dated as of September 3, 1999 (the "Operating Agreement");         

   WHEREAS, Tribune succeeded TMC as Managing Member of TMCT II, LLC on June
12, 2000 pursuant to the merger of TMC with and into Tribune;                   

    WHEREAS, Tribune and the Chandler Trusts now desire to amend the Operating
Agreement on the terms and conditions set forth in this First Amendment.        

NOW, THEREFORE, for and in consideration of the foregoing recitals and
other good and valuable consideration, the receipt and sufficiency of which is  
hereby acknowledged, the parties agree as follows:                              

1.   Section 6.3 (a) of the Operating Agreement is hereby deleted in its        
entirety and the following is substituted therefor:                   

           "(a) Number of Investment Committee Members. The number of members of
  the Investment Committee shall be seven. Tribune shall have the right to
designate three members of the Investment Committee (the "Tribune     
  Designated Investment Committee Members"), who shall be Chandler Bigelow
     III, David J. Granat and Donald C. Grenesko. Trust 1 and Trust 2 shall have
the right to designate four members (the "Trust Designated Investment 
   Committee Members"), who shall be Jeffrey Chandler, Roger Goodan, William
    Stinehart, Jr. and Warren B. Williamson; provided, however, that following
  the Trust Termination, the Trust Designated Investment Committee Members
shall be                                                              

EX-10.17A 2nd Page of 5 TOC 1st Previous Next ↓Bottom Just 2nd
    designated by the Representatives. Each member of the Investment Committee
 shall hold office until his or her successor shall have been designated
pursuant to paragraph (d) below or until such member of the Investment
  Committee shall resign or shall have been removed in the manner provided
     herein. All members of the Investment Committee shall be either (i) Members
of the Company, (ii) officers, directors, trustees, employees or      
beneficiaries of a Member of the Company or (iii) after the Trust     
Termination, the Representatives."                                    

2.   Except as herein specifically modified and amended, all the terms,         
  covenants and conditions of the Operating Agreement shall remain in full
force and effect and are hereby adopted and reaffirmed by the parties 
hereto. Capitalized terms not otherwise defined herein shall have the 
    meanings ascribed to them in the Operating Agreement. This First Amendment
may be executed in two or more counterparts, all of which shall be    
considered one and the same agreement.                                

2 

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  IN WITNESS WHEREOF, the parties have executed this First Amendment as of
the date first above written.                                                   

   TRIBUNE COMPANY

          By: /s/ Mark W. Hianik
                                  --------------------------------------
          Mark W. Hianik
                                  Vice President and Assistant Secretary

        CHANDLER TRUST NO. 1

                     By: /s/ Gwendolyn Garland Babcock
                            --------------------------------
                    Gwendolyn Garland Babcock,
                            as trustee of Chandler Trust No. 1
                     under Trust Agreement dated
       June 26, 1935

            By: /s/ Jeffrey Chandler
                                  --------------------------------------
             Jeffrey Chandler,
                              as trustee of Chandler Trust No. 1
                       under Trust Agreement dated
         June 26, 1935

                  By: /s/ William Stinehart, Jr.
                                  --------------------------------------
                   William Stinehart, Jr.,
                              as trustee of Chandler Trust No. 1
                       under Trust Agreement dated
         June 26, 1935

                 By:  /s/ Warren B. Williamson
                                  --------------------------------------
                 Warren B. Williamson,
                              as trustee of Chandler Trust No. 1
                       under Trust Agreement dated
         June 26, 1935

3 

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                  By: /s/ Camilla Chandler Frost
                                  --------------------------------------
                   Camilla Chandler Frost,
                              as trustee of Chandler Trust No. 1
                       under Trust Agreement dated
         June 26, 1935

          By: /s/ Douglas Goodan
                                   ---------------------------------------
           Douglas Goodan,
                              as trustee of Chandler Trust No. 1
                       under Trust Agreement dated
         June 26, 1935

        By: /s/ Judy C. Webb
                                  --------------------------------------
         Judy C. Webb,
                              as trustee of Chandler Trust No. 1
                       under Trust Agreement dated
         June 26, 1935

        CHANDLER TRUST NO. 2

                     By: /s/ Gwendolyn Garland Babcock
                                  --------------------------------------
                      Gwendolyn Garland Babcock,
                              as trustee of Chandler Trust No. 2
                       under Trust Agreement dated
         June 26, 1935

           By:  /s/ Jeffrey Chandler
                                  --------------------------------------
             Jeffrey Chandler,
                              as trustee of Chandler Trust No. 2
                       under Trust Agreement dated
         June 26, 1935

                  By: /s/ William Stinehart, Jr.
                                  --------------------------------------
                   William Stinehart, Jr.,
                              as trustee of Chandler Trust No. 2
                       under Trust Agreement dated
         June 26, 1935

4 

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                By: /s/ Warren B. Williamson
                                  --------------------------------------
                 Warren B. Williamson,
                              as trustee of Chandler Trust No. 2
                       under Trust Agreement dated
         June 26, 1935

                  By: /s/ Camilla Chandler Frost
                                     -----------------------------------------
                   Camilla Chandler Frost,
                              as trustee of Chandler Trust No. 2
                       under Trust Agreement dated
         June 26, 1935

          By: /s/ Douglas Goodan
                                  --------------------------------------
           Douglas Goodan,
                              as trustee of Chandler Trust No. 2
                       under Trust Agreement dated
         June 26, 1935

        By: /s/ Judy C. Webb
                                  --------------------------------------
         Judy C. Webb,
                              as trustee of Chandler Trust No. 2
                       under Trust Agreement dated
         June 26, 1935

5

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K’ Filing	Date	First	Last	Other Filings

Filed on:	3/27/01			DEF 14A
For Period End:	12/31/00			10-K/A
	6/12/00	1		8-K
	9/3/99	1
				List all Filings

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Filing Submission 0000912057-01-008471 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Tribune Media Co – ‘10-K’ for 12/31/00 – EX-10.17A

On: Tuesday, 3/27/01, at 2:17pm ET · For: 12/31/00 · Accession #: 912057-1-8471 · File #: 1-08572

Previous ‘10-K’: ‘10-K/A’ on 6/27/00 for 12/26/99 · Next: ‘10-K/A’ on 6/28/01 for 12/31/00 · Latest: ‘10-K’ on 3/1/19 for 12/31/18

Annual Report — Form 10-KFiling Table of Contents

EX-10.17A — First Amend. to Amended & Restated Lmtd LiabilityExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — Form 10-K
Filing Table of Contents

EX-10.17A — First Amend. to Amended & Restated Lmtd Liability
Exhibit Table of Contents